Proposed Placing to Raise ?20 Million

RNS Number : 5103R

Secure Trust Bank PLC

20 November 2012

 



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

Secure Trust Bank PLC ("Secure Trust Bank" or the "Company")

PROPOSED PLACING TO RAISE £20 MILLION

Proposed Placing

Secure Trust Bank is proposing to raise £20 million through a non pre-emptive placing (the "Placing") of new Ordinary Shares (the "Placing Shares") to institutional investors and its majority shareholder, Arbuthnot Banking Group PLC ("Arbuthnot").  Secure Trust Bank intends to use the proceeds of the Placing to provide capital to support various inorganic and organic growth opportunities, and to repay its existing subordinated debt of £5.0 million (the "Subordinated Debt") to Arbuthnot.

The Placing will be conducted by way of an accelerated bookbuild on the terms and conditions set out in the Appendix to this announcement and will raise approximately £14 million of new capital, net of estimated expenses (and after repayment of the subordinated debt), for the Company.  The number of Placing Shares and the price at which the Placing Shares are to be placed are subject to agreement between the Company and the Bookrunner at the close of the bookbuilding process.

The proceeds from Arbuthnot's subscription in the Placing of approximately £5.0 million will be offset against the Subordinated Debt payable to Arbuthnot by the Company. This will improve the quality of Secure Trust Bank's regulatory capital by increasing Core Tier 1 Capital.  The Placing will result in an overall dilution of Arbuthnot's holding in the Company, thus increasing the size of the Company's free float.

Opportunities including potential acquisitions and new strategic partnerships

Secure Trust Bank has previously announced that it is working on a diverse pipeline of organic and inorganic business opportunities as it progresses its growth strategy. These opportunities are at different stages of development and there is no certainty that any of them may come to fruition. Examples of these opportunities are set out below. 

·    The Company is in discussions relating to a distribution agreement with a well-known retail bank to introduce new customers. A multi-year contract is being negotiated and business flows could commence in the first quarter of 2013. The Directors anticipate that this agreement could generate significant new lending in 2013.

·    The Company is in discussions to become the UK point of sale retail finance provider for customers of a large, well-established online retailer.

·    The Company has opened a branch of Everyday Loans in Middlesbrough since acquiring Everyday Loans and is considering opening further Everyday Loans branches and increasing the range of lending products distributed through the Everyday Loans branch network.

·    Launching an online direct to market unsecured personal lending proposition utilising the online lending capabilities developed for Shop Direct.

·    Providing the DWP with current account and budget account solutions to the challenges arising from the anticipated move to the Universal Credit system.

·    Expanding into the secured lending sector, with second charge mortgages (lending up to 80 per cent. loan to value ratio) and SME lending both under consideration.

·    Potential acquisitions include the following:

-          the Company is in exclusive discussions with the vendors of an established retail point of sale finance provider and if the transaction can be agreed, it is expected to bring a number of new retailer relationships and to add approximately £39 million of loans. If this acquisition were to occur, prime lending would become the largest constituent part of Secure Trust Bank's loan portfolio (see Note 1 below); and

-          the Company is in exclusive discussions to acquire a collections business, which would provide scale and increased efficiencies to Secure Trust Bank's existing collections platform;

Although, at this time, there can be no certainty that either of these discussions will lead to definitive acquisition agreements.

These opportunities, if successfully completed, would be expected to meet the Company's target post-tax return on equity of 30 per cent. across the full economic cycle.

Note 1:  Secure Trust Bank's retail point of sale finance business targets lending to customers considered to be in socio-economic groups A, B and C1

Use of proceeds from the Placing

The proceeds of the Placing will be used by the Company to finance the capital requirements of future potential acquisitions and distribution agreements as well as the organic growth of the loan book, together with the repayment of the Subordinated Debt.

Capital will be selectively allocated to those opportunities that are expected to generate the highest returns for the Company's shareholders. 

The removal of the Subordinated Debt improves the quality of Secure Trust Bank's regulatory capital by increasing Core Tier 1 Capital.

Terms of the Placing

Canaccord Genuity Limited ("Canaccord Genuity"), acting as broker to the Company, has been appointed as sole bookrunner, broker and agent to the Placing.  The Placing will be effected through an accelerated bookbuild process and on a non pre-emptive basis. It is expected that books will open immediately and close later today.  Pricing and allocations are expected to be agreed between the Company and Canaccord Genuity as soon as practicable thereafter. The Placing will be undertaken in accordance with the terms and conditions set out in the Appendix to this announcement.  The Placing requires the passing of resolutions by the Company's shareholders at a general meeting and is also conditional on Admission.  Arbuthnot intends to vote its 75.5 per cent. holding in favour of the resolutions.  The Placing is also conditional on the Placing Agreement of today's date between the Company, Canaccord Genuity and Canaccord Genuity Hawkpoint Limited ("Canaccord Genuity Hawkpoint") not being terminated prior to Admission in accordance with its terms.

The Placing is not being underwritten. Application will be made for the Placing Shares to be admitted to AIM, a market operated by the London Stock Exchange plc.  Settlement of the Placing Shares together with Admission is expected to become effective at 8.00 a.m. on 7 December 2012.  On Admission, the Placing Shares will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing.  Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the terms and conditions herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Canaccord Genuity Hawkpoint is acting as nominated adviser to the Company.

Commenting on the Proposed Placing, Paul Lynam, Chief Executive Officer, said:

"This is another important milestone for the Company. Since our IPO, we have continued to see strong demand for our products and are delivering on our promise of building a sustainable alternative to the current high street banking models. As mentioned at the time of acquiring Everyday Loans, we continue to see an ongoing pipeline of organic and external business opportunities and the proceeds raised from the Placing will enable us to capitalise on these opportunities. The repayment of the subordinated debt through an offset of Arbuthnot's subscription in the Placing also provides an opportunity to improve the regulatory capital position of the Company and the Placing will increase Secure Trust Bank's free float through the dilution of Arbuthnot's overall shareholding in the Company."

Enquiries:

Secure Trust Bank PLC

Henry Angest, Non-Executive Chairman Andrew Salmon, Non-Executive Director	Tel:      [phone]
Paul Lynam, Chief Executive Officer Neeraj Kapur, Chief Financial Officer	Tel:      [phone]
David Marshall, Director of Communications	Tel:    [phone]
Canaccord Genuity Hawkpoint Limited (Nominated Adviser) Paul Baines Sunil Duggal	Tel:      [phone]
Canaccord Genuity Limited (Broker) Roger Lambert Lucy Tilley	Tel:      [phone]
Pelham Bell Pottinger Ben Woodford Dan de Belder	Tel:      [phone]

Notes to Editors

Background to the Company

Secure Trust Bank is a retail bank operating in the UK. Lending activities comprise motor finance, retail point of sale finance and personal unsecured lending. Lending is funded by customer deposits, comprising instant access, notice and term deposit accounts, fee-based current accounts and the OneBill account, a household budgeting product.

Since its admission to AIM on 2 November 2011, Secure Trust Bank has grown its business both organically and through acquisition. During the 12 months to 30 June 2012, the Company's loan book grew 110 per cent. to £260 million. In the same period, customer numbers have grown by 58 per cent. to in excess of 200,000. Growth has been achieved whilst maintaining profitability and a prudent funding, capital and liquidity position. The Company has also continued to enjoy favourable funding conditions as evidenced by its deposit raising capability.

In the six months ending 30 June 2012, the Company generated a return on average equity of 40 per cent. At 30 June 2012 the Company had a loan to deposit ratio of 87 per cent., a Tier 1 capital ratio of 15 per cent. and the lending book was broadly matched by deposits in amounts and maturity.

Lending assets

£m	At 30 June 2011 (unaudited)	At 30 June 2012 (unaudited)	At 30 September 2012 (unaudited)
Personal lending	34.6	55.3	63.2
Motor finance	48.4	78.0	85.7
Retail finance	32.1	52.3	60.3
Everyday Loans	-	70.9	72.4
Other	8.8	3.8	1.9
Total	123.9	260.3	283.5

The Company's organic growth in lending has been achieved through a number of successful new partnerships including new distribution agreements with DFS and Shop Direct (Littlewoods). To support its partnership with Shop Direct, in 2012 the Company launched a new internet lending portal. The Company has also continued to invest in its award winning fee-based current account with new internet banking and SMS based platforms being launched in 2012. These product enhancements will enable the Company to market this product more proactively going forward. Fee income from current accounts was £1.1 million in the six months to 30 June 2012.

On 8 June 2012, Secure Trust Bank announced the acquisition of Everyday Loans, a provider of unsecured loans to a customer base predominantly in lower income groups. Everyday Loans operates through a national network of 26 offices where loans are originated, serviced and collected. As at 30 September 2012, Everyday Loans had a loan book of £72.4 million. The acquisition is enabling Secure Trust Bank to broaden its distribution channels with particular emphasis on direct and technology-based platforms and subsequently diversify and extend its lending portfolio.

Secure Trust Bank has received numerous awards in recognition of its success. Most recently, in October 2012, it was the first bank in the UK to receive a Four Star Fairbanking Mark in respect of its current account. During 2012, the Company was also named Best Dealer Finance Provider 2012 by the Institute of Transport Management in respect of its motor finance product and received the Customer Service Excellence Award 2012 from the Cabinet Office.  The Company was also awarded the Association of Cycle Traders' Partner of the year 2011.

The market

Since 2007, the main high street banks have significantly deleveraged. Personal loan amounts outstanding from the main high street banks have fallen from £66 billion in January 2007 to £36 billion in September 2012. Over the same period, pricing within the UK consumer credit market has remained favourable with new personal lending margins to Libor increasing from 2.6 per cent. to 6.1 per cent.

As at July 2012, UK consumer credit loans outstanding amounted to £110.6 billion and retail deposits stood at over £1.3 trillion. Based on Secure Trust Bank's customer loan and deposit balances as at 30 June 2012, the Company has an estimated share of only 0.24 per cent. of the UK consumer credit market and 0.02 per cent. of the UK retail deposit market.

The Directors consider that the legacy issues and major challenges being faced by many of the large established UK banks together with the reforms being implemented by the UK Government and the attractive consumer pricing environment create a significant opportunity for Secure Trust Bank to increase its market share.

Strategy

Secure Trust Bank's strategy is to continue building on its current position as an established and fast growing UK retail bank through a focus on attractive segments of the market, prudent underwriting and a prudent approach to capital and liquidity. It intends to continue growing its business through responsible lending funded by customer deposits across existing and new lending segments, the introduction of new partnership arrangements and the selective acquisition of loan books and businesses.

Current trading and prospects

On 18 October 2012, Secure Trust Bank released an update on third quarter trading stating that the Company had traded well during the quarter and demand for lending and deposit products remained strong. Since providing this update, the Company has continued to trade in line with management's expectations. The Company is also progressing an application to be included within the Funding for Lending Scheme launched by the Bank of England and HM Treasury on 13 July 2012 and, if accepted, this will mean that the Company will be able to access discounted funding which will be beneficial for its funding costs.

IMPORTANT NOTICE

This Announcement has been issued by, and is the sole responsibility of, the Company.

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 (as defined below), each person who is invited to and who chooses to participate in the Placing (a "Placee") by making 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 herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placing.

This Announcement provides information about the Placing, but does not invite participation in the Placing. This Announcement (including the Appendix) does not constitute, and the Company is not making, an offer to the public of transferable securities within the meaning of sections 85 and 102B of the Financial Services and Markets Act 2000 ("FSMA"). This Announcement (including the Appendix) is therefore not an approved prospectus for the purposes of section 85 of FSMA, and has not been prepared in accordance with the prospectus rules of the FSA and as such neither its contents nor its issue have been approved by the FSA or by any authority which would be a competent authority for the purposes of any legislation that implements the Prospectus Directive.

This Announcement (including the Appendix) and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any other state or jurisdiction into which the same would be unlawful. This Announcement (including the Appendix) is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement (including the Appendix) does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa.

Canaccord Genuity Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to and broker to Secure Trust Bank Plc and for no one else in connection with the Placing and will not be responsible to anyone other than Secure Trust Bank PLC for providing the protections afforded to clients of Canaccord Genuity Limited or for providing advice in relation to the Placing or any matter referred to in this Announcement (including the Appendix).

Canaccord Genuity Hawkpoint Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser to Secure Trust Bank Plc and is acting for no-one else (other than Arbuthnot Banking Group PLC) in connection with the Placing and will not be responsible to anyone other than Secure Trust Bank PLC and Arbuthnot Banking Group PLC for providing the protections afforded to clients of Canaccord Genuity Hawkpoint Limited nor for providing advice in relation to the Placing or any matter referred to in this Announcement (including the Appendix).

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

No representation or warranty, express or implied, is or will be made by or on behalf of either Canaccord Genuity Limited or Canaccord Genuity Hawkpoint Limited, and no responsibility or liability is or will be accepted by either Canaccord Genuity Limited or Canaccord Genuity Hawkpoint Limited or any of their respective affiliates, as to the accuracy, completeness or verification of the information set out in this Announcement (including the Appendix), and nothing contained in this Announcement (including the Appendix) is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Canaccord Genuity Limited or Canaccord Genuity Hawkpoint Limited and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement (including the Appendix) or any such statement.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events.  These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.  No statement in this Announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

APPENDIX

PLACING TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY" OR THE "PLACING AGENT") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the 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 absent registration 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 outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S under the Securities Act and may be made within the United States to institutional investors who are qualified institutional buyers within the meaning of Rule 144A under the Securities Act ("QIBs"), and also QPs (as defined below) in transactions that are exempt from, or not subject to, the registration requirements under the Securities Act. Persons receiving this document (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 document 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 Ireland, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this document, the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Canaccord Genuity or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.

Canaccord Genuity which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for  Secure Trust Bank PLC and for no one else in connection with the Placing and will not be responsible to anyone other than Secure Trust Bank PLC for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral offer to take up Placing Shares is deemed to have read and understood this document in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

Details of the Placing Agreement and the Placing Shares

The Company has entered into a placing agreement (the "Placing Agreement") with Canaccord Genuity and Canaccord Genuity Hawkpoint Limited ("Canaccord Genuity Hawkpoint"), under which Canaccord Genuity has, subject to the terms set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares at the Placing Price (as defined below), as further described in this Announcement, and as set out in the Placing Agreement (the "Placing"). 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares in the capital of the Company.

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

Application for listing and admission to trading

Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on AIM, a market operated by the London Stock Exchange ("Admission"). It is expected that Admission will become effective and that dealings will commence on 7 December 2012, and in any event no later than 21 December 2012.

Bookbuild

Commencing today, Canaccord Genuity will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees.  This document gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing will only be available to persons who may lawfully be, and are invited to participate by Canaccord Genuity.  Each of Canaccord Genuity and its Affiliates is entitled to participate as a Placee in the Bookbuilding Process.

The number of Placing Shares and the price at which the Placing Shares will be placed are subject to agreement between the Company and Canaccord Genuity at the close of the Bookbuilding Process.  This will establish a single price (the "Placing Price") payable to Canaccord Genuity by all Placees. 

The Bookbuilding Process is expected to close not later than 12 noon London time on 20 November 2012, but may be closed earlier at the sole discretion of Canaccord Genuity.  A further announcement will be made following the close of the Bookbuilding process detailing the number of Placing Shares and the Placing Price at which the Placing Shares are being placed (the "Closing Announcement").  Canaccord Genuity may, in its sole discretion, accept bids that are received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and conditions in this document and 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 the usual sales contact at Canaccord Genuity.  If successful, Canaccord Genuity will re-contact and confirm orally to Placees following the close of the Bookbuilding Process and the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter.  Canaccord Genuity's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price set out in the Closing Announcement and otherwise on the terms and subject to the conditions set out herein.

Canaccord Genuity reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing.  Canaccord Genuity 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 of offers shall be at the absolute discretion of Canaccord Genuity.  Canaccord Genuity shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it shall in its sole discretion determine. 

To the fullest extent permissible by law, neither Canaccord Genuity, any holding company thereof, nor any subsidiary, branch or affiliate of Canaccord Genuity (each an "Affiliate") 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 Canaccord Genuity, nor any Affiliate thereof nor any person acting on their behalf shall have any liability in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as it may determine. 

Each Placee's obligations will be owed to the Company and to Canaccord Genuity.  Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity, to pay to Canaccord Genuity (or as Canaccord Genuity may direct) in cleared funds on the settlement date an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire.  The Company has agreed to allot such Placing Shares to each Placee, conditional on Admission, following each Placee's payment to Canaccord Genuity of such amount.

Settlement for all Placing Shares will be required to be made at the same time, as explained below under 'Registration and Settlement'.

All obligations of Canaccord Genuity under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

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

The obligations of Canaccord Genuity under the Placing Agreement are conditional, inter alia, on:

1.   The execution of a pricing agreement between the Company and Canaccord Genuity in relation to the Placing Price and the number of Placing Shares by no later than 12 noon on the date of this Announcement;

2.   The circular to Shareholders in relation to the Placing ("Circular") being despatched no later than 5.00 p.m. on the date of this Announcement;

3.   the Company delivering, by no later than the business day prior to Admission, and immediately prior to Admission, to Canaccord Genuity and Canaccord Genuity Hawkpoint a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement was untrue, inaccurate or misleading when made or has at any time since that date become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances existing since that date and the Company has complied with its obligations under the Placing Agreement to the extent the same fall to be performed prior to Admission;

4.   the passing of the resolutions set out in the Circular at the general meeting of the company on 6 December 2012 without amendment;

5.   the Company allotting the Placing Shares, prior to and conditionally only on Admission; and

6.   Admission occurring by no later than 8.00 a.m. on 7 December 2012 (or such later date as may be agreed between the Company and Canaccord Genuity), not being later than 21 December 2012.

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Canaccord Genuity and Canaccord Genuity Hawkpoint), or (b) the Placing Agreement is terminated in the circumstances specified below, 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 Canaccord Genuity nor any of its 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

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

Right to terminate under the Placing Agreement

Canaccord Genuity and Canaccord Genuity Hawkpoint may, at any time before Admission, terminate the Placing Agreement by giving notice to the Company if:

a) there has been a breach by the Company of any of the warranties given pursuant to the Placing Agreement which is material in the context of the Placing or any statement made in any of the issue documents (including this announcement and the Circular) was untrue, inaccurate or misleading in any material respect when made or becomes untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances existing from time to time or any matter arising which might reasonably be expected to give rise to a claim under the indemnity contained in the Placing Agreement; or

b) there is a material breach by the Company of any of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission); or

c) in the opinion of Canaccord Genuity and Canaccord Genuity Hawkpoint (acting in good faith), there has been a material adverse change, whether or not foreseeable at the date of the Placing Agreement, in, or any development involving a prospective material adverse change in or affecting, the condition, financial or otherwise, or the earnings or business affairs or business prospects of the Group (taken as a whole), whether or not arising in the ordinary course of business;or

d) the cancellation or suspension by the London Stock Exchange of trading in the Company's securities; or

e) there has been a suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange or trading is limited or minimum prices established on any such exchange, or a declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK or any change, or development involving a prospective change, in national or international financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK, the US or any member state of the European Union of a national emergency or war or other calamity or crisis, in each case the effect of which (either singly or together with any other event referred to in this paragraph) is such as to make it, in the judgement of Canaccord Genuity and Canaccord Genuity Hawkpoint (in their good faith opinion and following consultation with the Company) impracticable or inadvisable to  proceed with the Placing and complete the issue of the Placing Shares. 

By participating in the Placing, each Placee agrees with Canaccord Genuity and Canaccord Genuity Hawkpoint that the exercise by Canaccord Genuity and Canaccord Genuity Hawkpoint of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and Canaccord Genuity Hawkpoint and that Canaccord Genuity and Canaccord Genuity Hawkpoint need not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, Canaccord Genuity and Canaccord Genuity Hawkpointshall not have any liability whatsoever to the Placee in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this document and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the AIM Rules for Companies of the London Stock Exchange). Each Placee, by accepting a participation in the Placing, agrees that the content of this document is exclusively the responsibility of the Company and confirms to Canaccord Genuity and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Canaccord Genuity (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on its behalf or the Company and neither Canaccord Genuity nor any of its Affiliates, nor any persons acting on its behalf, nor the Company 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 Canaccord Genuity for itself and its Affiliates and as agent for the Company that, except in relation to the information contained in this document, it has relied on its own investigation of the business, financial or other position of the Company in deciding 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 (ISIN GB00B6TKHP66) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Canaccord Genuity reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this document 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 Placing Price, the aggregate amount owed by such Placee to Canaccord Genuity and settlement instructions. Placees should settle against CREST ID: 805.  It is expected that such trade confirmation will be despatched on 4 December 2012 and that this will also be the trade date.  The deadline for input instructions into CREST is 3:00 p.m. on 6 December 2012.  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 Canaccord Genuity.

It is expected that settlement will be on 7 December 2012 on a T+3 basis in accordance with the instructions set out in the trade 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 2 percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, Canaccord Genuity may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for its 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 Canaccord Genuity nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

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 document in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this document;

2.         acknowledges that no prospectus or offering document has been prepared in connection with the placing of the Placing Shares;

3.         agrees to indemnify on an after-tax basis and hold harmless each of the Company, Canaccord Genuity, their respective Affiliates and any person acting on its behalf 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 document and further agrees that the provisions of this document shall survive after completion of the Placing;

4.         acknowledges that the Placing Shares will be admitted to AIM, a market operated by the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange/FSA (collectively, the "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

5.         acknowledges that neither Canaccord Genuity, nor any of its Affiliates nor 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; nor has it requested Canaccord Genuity, any of its Affiliates or any person acting on its behalf to provide it with any such material or information;

6.         acknowledges that the content of this document is exclusively the responsibility of the Company and that neither Canaccord Genuity, nor any of its Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this document or any information previously published by or on behalf of the Company and neither Canaccord Genuity, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this document or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this document 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 investigation that Canaccord Genuity, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

7.         acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Canaccord Genuity, its Affiliates or any person acting on its or any of its Affiliates' behalf and understands that (i) none of Canaccord Genuity, any of its Affiliates nor any person acting on its behalf has or shall have any liability for public information or any representation; (ii) none of Canaccord Genuity, any of its Affiliates nor any person acting on its behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of Canaccord Genuity, any of its Affiliates nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this document or otherwise;

8.         represents and warrants that (i) it (or the beneficial owner, as applicable) is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it (or the beneficial owner as applicable) has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it (or the beneficial owner as applicable) 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 (or the beneficial owner as applicable) has paid any issue, transfer or other taxes due in connection with its participation in any territory and (v) it (or the beneficial owner as applicable) has not taken any action which will or may result in the Company, Canaccord Genuity, any of its Affiliates or any person acting on its behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

9.         represents and warrants that the issue to the Placee, or the person specified by the Placee for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance system;

10.       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 (as defined below) and that the Company has not been registered as an "investment company" under the United States Investment Company Act of 1940, as amended;

11.       represents and warrants that neither it nor its Affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" with respect to the Placing Shares;

12.       represents and warrants that unless it is a "US Person" (within the meaning of Regulation S) that is a "qualified institutional buyer" (as defined in Rule 144A of the Securities Act) in the United States to which the Placing Shares will be offered on a private placement basis and who has executed and returned a US investor letter, it is, or at the time the Placing Shares are acquired, it will be, (a) the beneficial owner of such Placing Shares and is neither a person located in the United States of America, its territories or possessions, any state of the United States or the District of Columbia (the "United States") nor on behalf of a person in the United States, (b) acquiring the Placing Shares in an offshore transaction (as defined in Regulation S under the Securities Act) and (c) 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;

13.       represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive;

14.       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;

15.       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;

16.       if it is a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, it represents, warrants, acknowledges and agrees that the Placing Shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a Member State of the European Economic Area which has implemented the Prospectus Directive to qualified investors as so defined who are not financial intermediaries or in circumstances in which the prior consent of Canaccord Genuity has been obtained to each such proposed offer or resale, provided that such consent shall not be given in circumstances where such offer of Placing Shares would result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive;

17.       represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations (2007) (the "Regulations") 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;

18.       represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

19.       represents and warrants that 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;

20.       undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this document 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 Canaccord Genuity 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 document) which may arise upon the sale of such Placee's Placing Shares on its behalf;

21.       acknowledges that none of Canaccord Genuity, any of its Affiliates nor any person acting on their 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 Canaccord Genuity, any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Canaccord Genuity's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

22.       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 Canaccord Genuity nor the Company 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 Canaccord Genuity which will hold them as settlement agent as nominee for the Placees 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 delivery versus payment basis;

23.       acknowledges that 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 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;

24.       acknowledges that it irrevocably appoints any director of Canaccord Genuity as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

25.       represents and warrants that it is not a resident of any Prohibited 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 Prohibited Jurisdictions and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

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

27.       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 nor Canaccord Genuity will be responsible. If this is the case, the Placee should take its own advice and notify Canaccord Genuity accordingly;

28.       acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this document;

29.       acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Canaccord Genuity any money held in an account with Canaccord Genuity 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 FSA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Canaccord Genuity money in accordance with the client money rules and will be used by Canaccord Genuity in the course of its business; and the Placee will rank only as a general creditor of Canaccord Genuity (as the case may be);

30.       acknowledges and understands that the Company, Canaccord Genuity, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

31.       acknowledges that until 40 days after the later of the commencement of the Placing and Admission, an offer or sale of Placing Shares within the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the Securities Act or pursuant to another exemption from registration under the Securities Act to a person that is a "qualified purchaser" (as defined in Section 2(a)(51) of the United States Investment Company Act of 1940, as amended); and

32.       acknowledges that the basis of allocation will be determined by Canaccord Genuity (after consulting with the Company) at its absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Canaccord Genuity (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on its behalf) and are irrevocable.

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 Canaccord Genuity 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 the Company and Canaccord Genuity in the event that any of the Company and/or Canaccord Genuity 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.

All times and dates in this document may be subject to amendment.  Canaccord Genuity shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This document has been issued by the Company and is the sole responsibility of the Company.

The rights and remedies of Canaccord Genuity and the Company 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 Canaccord Genuity:

 (a)    if he is an individual, his nationality; or

(b)   if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

 

END

 

 

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