Contract Wins, Trading Update, Proposed Placing

RNS Number : 0437P

Immotion Group PLC

05 February 2019

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN IN THE APPENDIX.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

Immotion Group plc

("Immotion Group", the "Company")

Contract Wins, Trading Update and Proposed Placing and Subscription to raise approximately £3 million

Immotion Group plc, the UK-based immersive virtual reality ("VR") 'Out of Home' entertainment business, is pleased to announce that, due to a range of successful developments and contract wins detailed in the highlights below, the Company is carrying out a fundraising to raise approximately £3 million, before expenses, via the issue of an aggregate of approximately 50 million new Ordinary Shares ("New Shares") at a price of 6 pence per share ("the Issue Price") (the "Fundraising"). It is intended that the net proceeds of the Fundraising will be used to accelerate the Company's growth plans.

WH Ireland Limited, Shard Capital Partners LLP and Leander Capital Partners Limited are acting as joint brokers in relation to the Fundraising (the "Joint Brokers"). The Company expects to issue approximately 40 million new Ordinary Shares (the "Placing Shares") via a conditional placing (the "Placing"). A placing agreement has been entered into today between the Company and the Joint Brokers in connection with the Placing (the "Placing Agreement").

Additionally, as part of the Fundraising, certain Directors, either directly or through associated entities, and other individuals (the 'Subscribers") have each entered into agreements (the "Subscription Agreements") to subscribe for, in aggregate, 9,499,998 new Ordinary Shares (the "Subscription Shares") in the Fundraising at the Issue Price (the "Subscription").

The Fundraising is subject to shareholder approval. The Placing is being conducted, subject to the satisfaction of certain conditions set out in the Appendix to this Announcement, through an accelerated book-build process (the "Bookbuild"), which will be launched immediately following this Announcement.

Operational and Trading Highlights

·  Following a successful trial, the Company has agreed with a number of subsidiaries of Merlin Entertainments plc ("Merlin"), encompassing the Lego Discovery Centre, LEGOLAND®, and SeaLife brands, a significant roll-out of the Immotion Group VR Cinematic Platforms

·    Overall visibility on over 200 additional headsets, expected to be installed through 2019. The majority of these are likely to be Concessions, however some may be machine sales

·    A 15-month VR licence deal has been agreed for 12 VR experiences - minimum annual revenue of £588k to be delivered to Immotion Group for licensee to maintain exclusivity

·   Further VR Experience licence contract signed for Chinese market - minimum revenue guarantees of £224k

·    Distribution agreement with Crown Leisure, the UK's largest distributor of entertainment machines

·    Overall 2018 trading in line with market expectations

·    H2 2018 VR revenue in excess of £1m (H1 £0.1m) with more than double the anticipated ImmotionVR headsets in place by year-end 2018 (unaudited)

·   As at 31 December 2018, the Group had 106 ImmotionVR headsets (10 locations in the UK) and 46 Concession headsets in operation at 7 locations

·    58 ImmotionVR headsets (42 machines) were sold in the year

·    12 VR content experiences developed in the year

·    Unaudited net current assets of £1m at 31 December 2018

Fundraising Highlights

·    Proposed Fundraising of approximately £3 million before expenses at a price of 6 pence per share by way of a Placing and Subscription

·    Placing being conducted through an accelerated book-build process which will open with immediate effect following this announcement

·    New Shares, assuming full take-up, will represent approximately 20 per cent. of the Company's enlarged issued share capital

·    The final number of Placing Shares will be agreed by the Joint Brokers and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter.

·    The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of the Joint Brokers, in consultation with the Company. The Placing is not underwritten.

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

·    Certain Directors, either directly or through associated entities, and other individuals have indicated their intention to subscribe for, in aggregate, 9,499,998 new Ordinary Shares.

Roll out of VR Cinematic Platforms - Merlin

Immotion Group is pleased to announce a significant expansion of its relationship with Merlin, the world's second largest leisure operator. Following a successful revenue share trial in Lego Discovery Centres ("LDC") in Boston, USA and Manchester, U.K., Immotion Group and Merlin have agreed to continue the roll out of its VR Cinematic Platforms across the majority of the LDC estate, as well as a LEGOLAND hotel in Germany.

In addition, Merlin has also agreed to extend the relationship to cover an initial trial in three Sea Life Centres, one based in Germany and two based in Australia (subject to contract). The Sea Life Centres will operate Immotion Group's 'subsea edutainment' experiences. Subject to the trial results, the intention is to roll the "Blue Ocean" VR cinematic experiences out across the wider Sea Life estate, which currently numbers 49 Sea Life Centres. Talks continue with Merlin regarding other opportunities.

In addition to the existing two LDC sites, each containing 8 headsets each, Immotion Group will install, subject to final contract, a total of 42 new headsets across the LDC estate, 6 in LEGOLAND Germany and 18 headsets in the three Sea Life trials, taking the total headsets in operation on a revenue share basis with Merlin to 82 by end of Q1 2019.  In addition, LDCs in Asia have purchased a further 6 machines (12 headsets) from Immotion Group, making a total of 47 machines and 94 headsets in the Merlin estate.

With the exception of the LDCs in Asia, which purchased the VR Cinematic Platforms from Immotion Group, the Company operates on a Concession basis with Merlin, sharing the revenue generated from the operations. Immotion Group provides the equipment, content, technical support and training, Merlin operates the platforms and provides the locations.

Content Licensing Agreement

Following the development of a number of new VR experiences, Immotion Group is pleased to announce the signing of two content licensing agreements with LEKE VR, the Company's China-based VR hardware supplier.

The first relates to the license of two pieces of content for installation on development of two specific platforms. The Company has agreed to license these experiences at £1,400 per headset, with a minimum revenue guarantee to 31 March 2021 of £224,000 (14 months to 31 March 2020 - £67,000; 12 months to 31 March 2021 - £157,000). This represents 80 headsets per platform. The Directors believe the potential for these two platforms could be considerable.

The second agreement is the licensing of 12 of Immotion Group's VR experiences in territories not operated in by the Company through to 31 March 2020. (All territories excluding the European Union, including the UK, UAE and the USA). The Company has agreed to grant exclusivity for these 12 experiences on the proviso that a minimum annual revenue of 5m RMB (£588,000) is achieved, in which case the licence would be extended to 31 March 2021.   The Company will receive 70 per cent of all revenue generated by LEKE.

Agreement 1

Immotion Group will license to LEKE exclusively its Delta Zero and Jinxed titles (together the "Titles") for use on specific machines being developed by LEKE (or any machine with the same functionality).

Delta Zero will be placed by LEKE onto a specified 360 Robot Arm VR platform being developed by LEKE.  Each robotic arm will have 4 VR headsets.

Jinxed will be installed on a "Dark Ride" being developed by LEKE. Each 'ride car' on the Dark Ride is planned to have 8 headsets. The Dark Ride will comprise of multiple 'ride cars'.

For each headset on which a Title is installed, Immotion Group will receive revenue of £1,400.

LEKE has guaranteed a minimum of 24 headsets for each Title (48 in total) in the period to 31 March 2020 (£67,200 revenue) and a further 56 headsets per Title (112 in total) in year 2: £156,800 (less any excess over the minimum of 48 installed in year 1). This would take minimum revenue received to £224,000 in aggregate.

If either target is not met then LEKE's licence will become non-exclusive and LEKE is obliged to make up any shortfall.

Agreement 2

Immotion Group will license 12 VR experiences to LEKE for installation on LEKE machines globally, with the exception of the European Union (including the U.K); the USA and the U.A.E.  LEKE will be permitted in China to license the experiences to other manufacturers of VR machines.

The licence will have an initial term of 15 months and will be subject to automatic renewal on an exclusive basis for a further 12 months if in the initial term LEKE delivers to Immotion Group revenue of not less than 5m RMB (£588,000 at an exchange rate of £1=8.5 RMB).

Martin Higginson, CEO of Immotion Group, said:

"Our mantra has always been; 'Test, Roll-Out' and the extension of the Merlin relationship to cover the majority of Lego Discovery Centres, along with trials in three Sea Life Centres, is a significant milestone for the Company. Endorsement from Merlin, one of the largest entertainment operators in the world, underpins our belief and confidence in our business model.

"The commercial success of our recent trials, which are being converted into long-term agreements, has shown our ability to deliver revenue for our partners. This, together with the positive feedback from the paying public and the discussions we are having with shopping malls and leisure operators around the world, demonstrates that there is a growing demand for our superior out of home immersive experiences.

"We are pleased to have agreed terms with Crown Leisure, the UK's largest distributor of entertainment machines, relating to machine sales of the Immotion Group's motion platforms. We believe our offering will be attractive to leisure arcades and family entertainment centres in Crown's key markets. We will now look for similar arrangements in the USA.

"The significant increased demand from Concession Partners has allowed the Company to undertake a fundraise to fuel this potential growth. Longer term agreements with high quality leisure partners will build visible, recurring revenues.  As well as increasing our installed Partner base, we are rolling-out more high-quality VR content, which is key to opening doors with new operators. Notably, the development of this high-quality content has allowed us to secure our two content licensing agreements with LEKE VR, another significant milestone for the Company.

"We believe we are well placed to take advantage of the opportunities ahead of us, and remain extremely confident that Immotion Group is set to become the leading out of home immersive VR operator in the world. We look forward to providing further updates on our progress as they develop."

Enquiries:

Immotion Group	Martin Higginson	Tel: [phone]
WH Ireland Limited (Nomad and Joint Broker)	Adrian Hadden Jasper Berry	Tel: [phone]
Shard Capital Partners LLP (Joint Broker)	Damon Heath Erik Woolgar	Tel: [phone]
Leander Capital Partners Limited (Joint Broker)	Alex Davies Hugh Kingsmill Moore	Tel: [phone]
Newgate Communications (Financial PR)	Elisabeth Cowell Robin Tozer	Tel: [phone] [e-mail]

Additional Information

The Fundraising

The Company is carrying out the Fundraising to raise approximately £3 million, before expenses, via a conditional placing of approximately 40 million Placing Shares and 9,499,998 Subscription Shares at a price of 6 pence per share.

The Issue Price represents a discount of approximately 26 per cent to the closing mid-market price of Immotion's existing ordinary shares of 8.1 pence on 4 February 2019 (being the last business day prior to the announcement. The New Shares, based on the minimum number of Placing shares being offered in the Placing, will represent approximately 20 per cent. of the Company's enlarged issued share capital.

WH Ireland Limited, Shard Capital Partners LLP and Leander Capital Partners Limited are acting as agents for the Company and have agreed to use reasonable endeavours to place a minimum of 40 million Placing Shares at the Issue Price with new and existing investors. The final number of Placing Shares will be agreed by the Joint Brokers and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of the Joint Brokers, in consultation with the Company. The Placing is not underwritten. The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

In connection with the Placing, the Company has entered into the Placing Agreement with the Joint Brokers which contains customary warranties given by the Company with respect to the Company's business and customary indemnities given by the Company in respect of liabilities arising out of or in connection with the Placing.

Additionally, as part of the Fundraising the Subscribers have entered into the Subscription Agreements to subscribe for, in aggregate, 9,499,998 new Ordinary Shares in the Fundraising (a total aggregate amount of £570,000 at the Issue Price). This intention is not legally binding and any subscriptions by Directors pursuant to the Fundraising will be announced through a Regulatory Information Service. The Subscription Agreements contain customary warranties given by the Subscribers with respect to the Subscription.

The issue of the New Shares is conditional, inter alia, on the passing by Shareholders of certain resolutions at the General Meeting of the Company.

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM ("Admission"). On the assumption that, amongst other things, Resolutions 1 and 2 are passed by Shareholders at the General Meeting, it is expected that Admission will become effective and that dealings in the New Shares will commence at 8.00 a.m. on 5 March 2019 (being two business days following the General Meeting).

Certain Directors, either directly or through associated entities, are subscribing for, in aggregate, 1,666,666 new Ordinary Shares in the Subscription (a total aggregate of £100,000 at the Issue Price). Under the AIM Rules for Companies, the Directors' participation constitutes a related party transaction. Nicholas Lee, who is not participating in the Subscription, is an independent Director for the purposes of this transaction and considers, having consulted with WH Ireland, that the terms of Directors' Subscription are fair and reasonable insofar as the Shareholders are concerned.

Use of Proceeds

The Company intends that the net proceeds of the Fundraising will be predominantly used to accelerate the Company's growth plans, covering hardware (pre-dominantly for Concessions), content development and operational cashflow.

At 31 December 2018, the Company had (unaudited) net current assets of £1m (including cash of £0.7m).

Background to and reasons for the Fundraising

Immotion Group, the UK-based immersive VR 'Out of Home' entertainment business, generates revenues through the delivery to consumers of high quality "state of the art" VR experiences, combined with cutting-edge motion platforms at affordable price points through a range of channels.

The Directors believe that the Company's initial success in securing major Concession Partners, the positive response to its high-quality content, demonstrated by its recent content licensing deal with its hardware supplier LEKE, a leading manufacturer of VR equipment in China, and the public response to Immotion Group's VR Experience Centres demonstrate the market potential for 'Out of Home' VR and the Company's growing reputation in the sector.

Since the IPO in July 2018, the Company has made good progress in its key channels to market and invested heavily in experience creation and hardware for both ImmotionVR and its Concessions.  As at 31 December 2018, Immotion Group had:

·    106 ImmotionVR headsets (10 locations) and 46 Concession headsets (7 locations) in operation

·    58 ImmotionVR headsets (42 machines) were sold in the year

·    12 VR content experiences developed in the year

·    US roll out initiated with first ImmotionVR Experience Centre test site opened in LA and sales and Concession opportunities now under active consideration

·    New major Concession Partnerships secured with Merlin, The Rank Group plc in the UK and Al Hokair Group. The latter is the Group's first major Concession relationship in the Middle East

Since IPO, the Company has developed and launched 9 new proprietary VR experiences (bringing the current total to 12) and has a number of further experiences in development for release throughout 2019. The response to the new VR experiences has been very positive and the Directors believe there is considerable opportunity to monetise these not only for itself but to license them to third parties. This is demonstrated by the signing of two potentially significant agreements to license its experiences to the Chinese market. 

Whilst the Directors believe machine sales should continue to be an important part of the Company's revenue mix, it is clear there are some very large Concession Partner opportunities beyond the Company's original expectations. Since the last trading update on 8 November 2018, the Company has been in advanced discussions with several Concession Partners including Merlin relating to the further roll out of machines to additional LEGOLAND® Discovery Centres and other Merlin sites such as Sea Life as well as the Rank Group in relation to potential new sites. The Directors believe that this is an effective route to scale rapidly and build longer term relationships and recurring revenue with major partners.

Immotion Group has successfully launched a number of its own experience centres, under the ImmotionVR brand.  This has allowed the Company to develop a number of relationships with major leisure operators, and shopping mall landlords. The Directors believe that as traditional retailing suffers further, shopping mall landlords will take further interest in offering leisure experiences to consumers and that this will present opportunities for Immotion.  The Directors intend in the short term to grow ImmotionVR very selectively and focus on optimising the Company's experience centre offering. Immotion will pursue conversations with landlords and other leisure and retail operators, with a view to identifying opportunities in "competitive socialising" as well as within retail and other leisure locations focused on gaming and e-gaming, where they believe VR be a good fit, which could result in Concession or machine sales opportunities.

With significant increased interest from Concession Partners, as well as a desire to produce and monetise more VR experiences, including a range of 'edutainment' VR experiences, the Company wishes to strengthen its balance sheet so that it can capitalise rapidly on the opportunities before it and build a leading position in the 'Out of Home' VR market.

Following a period of considerable activity in 2018, the Company will seek to streamline its operations in 2019 as it becomes more focused, and will look for corresponding cost savings where possible.

In addition to the operational and trading highlights above, further details of these opportunities are included below.

ImmotionVR

ImmotionVR is the brand name for the Company's own VR experience centres. These are located in high footfall retail and leisure locations, and are operated by the Company. The Company now operates in the following 11 locations.

Town/City	Venue	Headsets	Date Opened
Birmingham	Star City	13	Q3 2018
Bristol	Cabot Circus	16	Q4 2017
Cardiff	St David's	16	Q3 2018
Castleford	Xscape	11	Q3 2018
Derby	Intu	8	Q4 2018
Glasgow	Intu - Braehead	12	Q1 2019
Los Angeles	Thousand Oaks	6	Q3 2018
Manchester	Intu - Arndale	8	Q3 2018
Newcastle	Intu - Eldon Square	8	Q3 2018
Uxbridge	Intu	8	Q4 2018
Wembley	Designer Outlet Mall	14	Q4 2018

Immotion has trialled a number of retail formats, pre-dominantly in shopping malls (both primary and secondary), including both centre aisle sites as well as stores. The Company's more mature stores are trading profitably, and the Directors believe much has been learnt about the factors likely to make a site successful and as to consumer preferences. Consumer reviews of Immotion Group's sites have been positive and the Directors are satisfied that there is considerable consumer interest in experiencing 'Out of Home' VR. The Directors focus will now be on refining the ImmotionVR offerings, collecting further proof of concept data from existing sites and the Group will consider roll out on a selective basis as well as exploring new formats. The Company has a revenue target of £250 - £300 per headset per week.

The Directors believe "competitive socialising" where multiplayer gameplay (including VR) could be offered to groups in an environment that also offers food and beverage represents an interesting opportunity. The Company is in discussions to explore this opportunity.

The Directors believe that between the UK, USA and Europe, the potential market for ImmotionVR experience centres could support in excess of 1,000 headsets. However, in the short term the focus of the Company's investment will be in growing the Concession estate and extending the Company's library of proprietary experiences, which will benefit all the Company's channels to market, including machine sales.

Concessions

The Concessions model enables the Company to work with established high quality leisure operators with proven high footfall leisure destinations. Immotion provides, at its own cost, the VR motion platforms and experiences to the operator. The operator will typically provide the site, staff and utilities, with Immotion Group providing technical and other business support. The parties share the revenue on a pre-agreed basis, typically targeting a ratio of 50:50. 

In addition to the roll-out of VR platforms to Merlin locations, further notable Concession arrangements have been entered into with the Rank Group in the UK. This will begin with a small number of trial sites and will be rolled out further once initial test results have been studied and the respective offerings optimised.

A number of significant discussions are underway with other high traffic leisure destinations.

Future Machine Sales

The Directors believe, from market intelligence gathered to date that affordable, easy to use and "operator light" machines, with a small "footprint" and quality experiences (including motion and/or some interactivity) should be attractive to leisure arcades and family entertainment centres in its key markets. The Directors believe that the Group is well placed to meet these criteria.

Immotion Group recently exhibited at IAAPA, the world's largest trade show for the attractions industry, in Florida, USA. The Company's products (and its content in particular) were positively received and allowed a very wide cross section of potential customers to sample Immotion's VR experiences first-hand on its motion platforms. 

The Company is following up the leads and additionally intends to appoint a distributor network across the UK and USA to target the arcade and FEC markets and to deal with the logistics of deliveries, installs and any repairs and maintenance. The Company will provide the necessary marketing collateral to support the sales process.

The Company has refined its proposition for experience sales and will now focus on offering its motion and other platforms with pre-loaded experiences sold on a "life of machine" licence, thus monetising content at the point of sale. Immotion Group will then offer new releases (including seasonal titles - e.g. Halloween; Christmas) to existing customers with machines already installed in return for additional payments.

The Company is in the process of appointing established industry distributors to sell, install and repair in both the UK and USA markets. This will allow the Company to focus on product and content development and additionally should allow the Company to save overhead costs associated with distribution, such as warehouse rents. To this end, the Company has agreed terms with Crown Leisure as exclusive distributor for the UK market focussing on sales to arcades and family entertainment centres.

The Company's range of motion platforms currently retails on average for c.£15,000 per headset depending on machine and content. The Directors believe this allows sufficient margin for both the Company and its distributors and a competitive price in the market place.

Experiences

Immotion Group has invested heavily in developing high quality content which the Directors believe is amongst the best in the 'out of home' VR market. The Directors believe that this offers competitive advantage in a market currently characterised by what the Directors regard as poor quality content, particularly for motion platforms. To date, the Company has developed considerable expertise in marrying the motion platforms and the content to provide safe and fun immersive experiences.

The Company will focus on developing a smaller number of experiences this year. Further experience development under consideration for 2019 will include sub-sea, space and dinosaur experiences as well as interactive experiences.  The Company believes that these will appeal to a large number of leisure destinations including aquariums, zoos, museums as well as other family orientated leisure venues.

Since IPO, Immotion Group has released or is developing a number of new proprietary VR experiences as follows:

Click on, or paste, the following link into your web browser to view the associated PDF. This includes images and descriptions of the new VR experiences. 

http://www.rns-pdf.londonstockexchange.com/rns/0437P_1-2019-2-4.pdf

A number of further experiences are in different stages of development for release later in H1 2019.

Immotion Group aims to produce the highest quality VR experiences in the 'Out of Home' market. Its ability to produce CGI experiences, live action, or a mix of the two has been very well received by consumers and business partners alike.

Whilst content is produced primarily for Immotion Group's own product range and VR Experience centres, the Company has begun to explore the potential to monetise the content with third parties. Immotion Group has signed two potentially significant agreements to license its experiences to the Chinese market. Licensing opportunities could provide the Company with the opportunity to build an "annuity" revenue stream that would impact the bottom line directly.

In addition, Immotion Group has ongoing discussions with other VR territories, and a number of operators and suppliers of traditional 4D rides. The Company is exploring the opportunity to utilise its content either in existing 4D experiences (without VR) or as part of new VR experiences to be offered in locations currently offering traditional 4D experiences, such as theme parks.

Reasons for the Fundraising

Immotion Group has considerable growth opportunities, as outlined above, and the Directors believe that it needs to be well capitalised to take advantage of these. By investing in the Company's proprietary content; refining the product offering and growing the installed base of machines through the various channels, the Company can position itself as a true leader in this fast-growing sector.

The Concert Party

The members of the Concert Party (as defined in the Company's Admission Document, published on 12 July 2018) currently hold 136,363,003 Existing Ordinary Shares and hold share options over 11,008,750 Ordinary Shares, representing 71.41 per cent. of the current entire issued fully diluted share capital of the Company. On a non-diluted basis, the Concert Party's holding represents 69.80 per cent. Immediately following Admission and assuming the issue of all of the Placing Shares and Subscription Shares, the members of the Concert Party will hold, in aggregate 60.31 per cent. of the Enlarged Share Capital on a diluted basis and 58.53 per cent. of the Enlarged Share Capital on a non-diluted basis.

Circular and Notice of General Meeting

The Company expects to publish a circular (the "Circular") in due course in connection with the Placing, which will contain a notice convening the General Meeting in order to approve certain matters necessary to implement the Placing.

A copy of the Circular will be made available on the Company's website https://immotion.co.uk/.

The General Meeting is expected to be convened for 10 a.m. on 1 March 2019 and will take place at WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR. The actions that Shareholders should take to vote on the Resolutions will be set out in the Circular to be posted in due course, along with the recommendations of the Directors.

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

**ENDS**

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BROKERS, ("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

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 or the South African Reserve Bank; 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, Japan, the Republic of Ireland or the Republic of South Africa. 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, Japan, the Republic of Ireland, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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 "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with the Brokers and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if WH Ireland, Shard or Leander 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 Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares

The Brokers and the Company have entered into a Placing Agreement, under which the Brokers have, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for approximately 40 million Placing Shares. It is expected that the Placing will raise, in aggregate, up to approximately £2.5 million in gross proceeds at a price of 6 pence per share ("Placing Price") with up to approximately 40 million Placing Shares expected to be issued. The Placing is not being underwritten by the Brokers or any other person.

The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Brokers and a further announcement confirming these details will be made in due course.

The Placing Shares will, when issued, be subject to the articles of association of the Company, will be 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 (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will trade on AIM under IMMO with ISIN GB00BD5JRP64.

Application for admission to trading

Application has been made to London Stock Exchange for admission to trading of the Placing Shares on AIM. It is expected that settlement of any such shares and Admission will become effective on or around 5 March 2019 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Brokers will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Brokers and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing are as follows:

1              The Brokers are arranging the Placing as agent for, and broker of, the Company.

2              Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Brokers. The Brokers are entitled to participate in the Placing as principal.

3              The Bookbuild will establish the number of Placing Shares to be issued at the Placing Price, which will be agreed between the Brokers and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4              To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at WH Ireland, Shard or Leander. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down by the Brokers on the basis referred to in paragraph 8 below.

5              The timing of the closing of the Bookbuild will be at the discretion of Brokers. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6              Each Placee's allocation will be confirmed to Placees orally, or by email, by WH Ireland, Shard or Leander following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. WH Ireland, Shard or Leander's oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of WH Ireland, Shard or Leander and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with WH Ireland, Shard or Leander's consent, such commitment will not be capable of variation or revocation.

7              The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Placing Price.

8              Subject to paragraphs 4 and 5 above, WH Ireland, Shard or Leander may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. WH Ireland, Shard or Leander may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.

9              A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with WH Ireland, Shard or Leander's consent will not be capable of variation or revocation from the time at which it is submitted.

10           Except as required by law or regulation, no press release or other announcement will be made by the Brokers 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 pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

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

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 the applicable rules of the Financial Conduct Authority, none of the Brokers nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Brokers and their affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of the Brokers nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Brokers' conduct of the Placing.

Conditions of the Placing

The Brokers obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

1              the Shareholders passing new authorities to allot and issue the Placing Shares and disapply pre-emption rights at the General Meeting;

2              the release of the Announcement to a Regulatory Information Service by no later than 8 am on 6 February 2019;

3              the application and all other documents required to be submitted with the application being delivered to the London Stock Exchange not later than 8 am on 4 March 2019;

4              the delivery by the Company to the Brokers of certain documents required under the Placing Agreement;

5              the publication of an announcement announcing the results of the Placing through a Regulatory Information Service by no later than 4.30 pm on 1 March 2019 (or such later time and/or date as may be agreed in writing between the Company and the Brokers);

6              the Company having fully performed their obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;

7              none of the warranties given in the Placing Agreement being untrue or inaccurate or misleading in any respect at any time between the date of the Placing Agreement and Admission and no fact or circumstance having arisen which would render any of the warranties untrue or inaccurate or misleading in any material respect if it was repeated as at Admission;

8              the posting by no later than 6 February 2019 (by first class pre-paid mail) of the Notice of General Meeting to Shareholders and such other persons (if any) entitled to receive the Notice of General Meeting in accordance with the Company's articles of association;

9              the issue and allotment of the Placing Shares, conditional only upon Admission, by 5 March 2019 or such later time as may be agreed between the Company and the Brokers, not being later than 25 March2019;

10           Admission taking place no later than 8 am on 5 March 2019; and

11           the Placing Agreement not having been terminated by any of the Brokers.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Brokers by the respective time or date where specified (or such later time or date as the Brokers may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Brokers may, at their discretion and upon such terms as they thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither the Brokers, the Company nor any of their respective 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 they 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 nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Brokers.

Right to terminate the Placing Agreement

The Brokers are entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:

1              the Company are in breach of any provision of the Agreement, or with the requirements of any laws or regulations (including the Market Abuse Regulation and the AIM Rules) in relation to the Placing;

2              A Broker becomes aware of any circumstance which results in a breach of any of the warranties given in the Placing Agreement when given at the date of the Placing Agreement or which results in or might in the opinion of the Brokers result in a breach of any of the warranties when deemed given;

3              the appointment of any of the Brokers as agent of the Company is terminated for whatever reason;

4              it should come to the notice of the Brokers that any statement contained in any of the Placing Documents (as defined in the Placing Agreement) is untrue, inaccurate or misleading which the Brokers (acting reasonably) considers to be material or that matters have arisen which would, if the Placing Documents were issued at that time, constitute an omission therefrom which the Brokers (acting reasonably) consider to be material, and such matter may not, in the opinion of the Brokers (acting reasonably) be addressed by the publication of a further document or the making of an announcement;

5              in the opinion of the Brokers (acting in good faith) any material adverse change in the financial or trading position or prospects of the Company or any Group Company has or will occur;

6              the application is refused by the London Stock Exchange;

7              a suspension of trading in securities generally on the London Stock Exchange or trading is limited or minimum prices established on such exchange; or

8              an event or other matter (including, without limitation, any change or development in economic, financial, political, diplomatic or other market conditions or any change in any government regulation) has occurred or is likely to occur which, in the opinion of the Brokers acting in good faith, is (or will be if it occurs) likely materially and prejudicially to affect the financial position or the business or prospects of the Company or otherwise makes it impractical or inadvisable for the Brokers to perform their respective obligations under the Placing Agreement; for these purposes 'market conditions' includes conditions affecting securities in the business sector in which the Company operates and conditions affecting securities generally.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Brokers of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Brokers and that the Brokers need not make any reference to Placees in this regard and that neither the Brokers nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information"). Each Placee, by accepting a participation 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 other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or the Brokers or any other person and neither the Brokers, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Brokers, the Company or their respective officers, directors, employees or agents. 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. Neither the Company nor the Brokers are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the relevant Broker, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in GBP) and a form of confirmation in relation to settlement instructions.

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 WH Ireland, Shard or Leander in accordance with the standing CREST settlement instructions which they have in place with WH Ireland, Shard or Leander.

Settlement of transactions in the Placing Shares (ISIN: GB00BD5JRP64) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, the Brokers reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will be on 5 March 2019 in accordance with the instructions set out in the form of confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing LIBOR as determined by W.H. Ireland Limited.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Brokers may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for WH Ireland, Shard or Leander's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify WH Ireland, Shard and/or Leander on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on WH Ireland, Shard or Leander such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which WH Ireland, Shard or Leander lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Brokers nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to each Broker (for itself and on behalf of the Company):

1              that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2              that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

3              that the exercise by the Brokers of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Brokers and the Brokers need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Brokers or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

4              that these terms and conditions represent the whole and only agreement between it, the Brokers and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Brokers nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

5              that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of the Brokers has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

6              that neither it nor, as the case may be, its clients expect the Brokers to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Brokers are not acting for it or its clients, and that the Brokers will not be responsible for providing the protections afforded to customers of the Brokers or for providing advice in respect of the transactions described herein;

7              that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither any of the Brokers or the Company nor any of their respective affiliates, agents, directors, officers or employees or 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 this Announcement, the Presentation or the Publicly Available Information; nor has it requested any of the Brokers, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information

8              that it is: (i) unless otherwise agreed in writing with the Brokers, located outside the United States and is not a US person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;

9              that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;

10           that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Announcement, Presentation and 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 the Announcement, Presentation and Publicly Available Information;

11           that none of the Brokers or the Company or any of their respective affiliates, agents, directors, officers or employees has 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 Publicly Available Information.

12           that, unless specifically agreed with the Brokers, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

13           that it is not a national or resident of Canada, Australia, Ireland, South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic of Ireland, the Republic South Africa or Japan;

14           that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

15           that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);

16           that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Brokers or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

17           that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;

18           that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Brokers;

19           that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

20           that, unless otherwise agreed by the Brokers, it is a qualified investor (as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended ("FSMA"));

21           that, unless otherwise agreed by the Brokers, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

22           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 section 21(1) of FSMA does not require approval of the communication by an authorised person;

23           that any money held in an account with any of the Brokers (or their nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Brokers (or their nominee's) money in accordance with such client money rules and will be used by the Brokers in the course of its own business and each Placee will rank only as a general creditor of the Brokers;

24           that 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;

25           that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

26           that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;

27           that it appoints irrevocably any director of a Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

28           that, 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;

29           that this Announcement does not constitute a securities recommendation or financial product advice and that neither the Brokers nor the Company has considered its particular objectives, financial situation and needs;

30           that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

31           that it will indemnify and hold the Company and the Brokers and their respective affiliates 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 in this Appendix and further agrees that the Company and the Brokers will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Brokers and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Brokers for itself and on behalf of the Company and will survive completion of the Placing and Admission;

32           that time shall be of the essence as regards obligations pursuant to this Appendix;

33           that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Brokers to provide any legal, financial, tax or other advice to it;

34           that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Brokers shall notify it of such amendments;

35           that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse Regulation, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the 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; (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 (together, the "Regulations"); and, if 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 and, if 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 and 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 the Brokers such evidence, if any, as to the identity or location or legal status of any person which the Brokers may request from it in connection with the Placing (for the purpose of complying with such 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 the Brokers on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Brokers may decide in its absolute discretion;

36           that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Rules made by the FCA pursuant to Commission Regulation (EC) No. 809/2004;

37           that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

38           that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and 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 English courts as regards 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 the Company or the Brokers in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

39           that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Brokers;

40           that the Brokers owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

41           that the Brokers or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

42           that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and

43           that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, the Brokers and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to each Broker for itself and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Brokers.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for 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 relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Brokers 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Brokers in the event that any of the Company and/or the Brokers have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Brokers accordingly.

In addition, Placees should note that they will be liable for any 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 subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.

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 the Brokers or by any of their respective 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.

"Announcement"	this announcement (including the Appendix which forms part of this announcement)
"Bookbuild"	the accelerated bookbuilding to be conducted by WH Ireland, Leander and Shard pursuant to the Placing Agreement and this Announcement
"Brokers"	WH Ireland, Shard and Leander and each a "Broker"
"EEA"	the European Economic Area
"Group Company"	the Company and its existing subsidiaries and subsidiary undertakings
"Market Abuse Regulation"	the Market Abuse Regulation (2014/596/EU) (incorporating the technical standards, delegated regulations and guidance notes, published by the European Commission, London Stock Exchange, the FCA and the European Securities and Markets Authority)
"Presentation"	the investor presentation to prospective Placees relating to the Group and its business
"Publicly Available Information"	any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement
"Regulatory Information Service"	one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive, process and disseminate regulatory information
"Securities Act"	the United States Securities Act of 1933, as amended

 

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