Proposed Fundraising

RNS Number : 3540T

Unbound Group PLC

21 July 2022

This Announcement is for information purposes only and does not constitute or contain any offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction (or to any persons in any of those jurisdictions) in which the same would be unlawful. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictionS. N EITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF UNBOUND GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

21 July 2022

Unbound Group plc

Proposed Placing and Subscription to raise, in aggregate, approximately £3.3 million

and

Open Offer to raise a maximum of approximately £1 million

Introduction

Unbound Group plc (AIM:UBG) ("Unbound", together with its subsidiary undertakings, the "Group") today announces a proposed conditional placing of 20,783,334 new ordinary shares of 1 pence each* ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 15 pence per Placing Share (the "Issue Price") (the "Placing"). This includes participation in the Placing by certain of the Company's Directors, who intend to subscribe for approximately 566,667 Placing Shares. In addition to the Placing, certain of the Directors and other members of the Company's senior management team, who are not directly participating in the Placing, intend to subscribe for 1,221,281 new Ordinary Shares (the "Subscription Shares") at the Issue Price. Together, the Placing and the Subscription will raise, in aggregate, gross proceeds of approximately £3.3 million.

Qualifying Shareholders will also be offered the opportunity to subscribe for an aggregate of, up to, 6,675,849 new Ordinary Shares through an open offer at the Issue Price (the "Open Offer Shares" and, together with the Placing Shares and Subscription Shares, the "New Ordinary Shares") to raise up to approximately £1.0 million (before expenses) (the "Open Offer", and together with the Placing and the Subscription, the "Fundraising").

* Subject to the Share Capital Reorganisation, as summarised below.

Key highlights

The Company is seeking to raise gross proceeds of approximately £3.3 million via the Placing and the Subscription and up to approximately £1.0 million via the Open Offer to accelerate its growth strategy and boost profitability, primarily by funding investment in four key areas:

· Driving digital connection with its target customer base by growing the partner brand strategy;

· Reactivating dormant retail customers through the expansion of its garden centre concession model portfolio;

· Investing in technology to improve the customer experience, deliver cost efficiencies and facilitate accelerated scalable growth; and

· Increasing inventory effectiveness by utilising European suppliers with shorter lead time procurement of design-led finished and own-brand goods.

Summary

· Proposed Placing and Subscription of 22,004,615 shares at a price of 15 pence per share to raise gross proceeds of £3.3 million.

· The Placing is to be conducted by way of an accelerated bookbuild process (the "Bookbuilding Process") by Singer Capital Markets Securities Limited ("Singer Capital Markets", the Company's broker and sole bookrunner), which will be launched, immediately following the publication of this Announcement, in accordance with the terms and conditions set out in set out in the Appendix.

· Proposed participation by certain of the Directors and other members of the Company's senior management team for 566,667 Placing Shares and 1,221,281 Subscription Shares at the Issue Price. This represents a combined participation in the Fundraise of £268,192.

· The Issue Price represents a discount of approximately 31.8 per cent. to the closing middle market price per Ordinary Share of 22 pence on 20 July 2022, being the last practicable trading day prior to the release of this Announcement.

· The New Ordinary Shares, assuming full take-up of the Open Offer, will represent approximately 67.9 per cent. of the Company's existing issued share capital (the "Existing Ordinary Shares").

· The final number of Placing Shares to be placed will be determined by Singer Capital Markets, in consultation with the Company, at the close of the Bookbuilding Process and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuilding Process and the allocation of the Placing Shares thereunder, will be determined at the absolute discretion of Singer Capital Markets, in consultation with the Company.

· In order to provide Shareholders who do not take part in the Placing with an opportunity to participate in the proposed issue of new Ordinary Shares at the Issue Price, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 6,675,849 Open Offer Shares, to raise up to approximately £1.0 million (before expenses), on the basis of 1 Open Offer Share for every 6.33 Existing Ordinary Shares held by the Qualifying Shareholder at the Record Date. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

· The Fundraising is conditional upon, among other things, the Placing Agreement entered into today between, amongst others, the Company and Singer Capital Markets (the " Placing Agreement" ) not having been terminated and becoming unconditional all respects, which includes the resolutions (the "Resolutions") required to implement the Fundraising being duly passed by Shareholders at the general meeting proposed to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at 10.00 a.m. on 10 August 2022 (the "General Meeting").

· The Fundraising is not being underwritten.

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

Further details of the Placing will be set out in an announcement to be made on the closing of the Placing, expected to be later today.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

By choosing to participate in the Placing and by making an oral, electronic or written offer to acquire Placing Shares, investors 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 of the Placing contained herein, and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in the Appendix.

Capitalised terms used in this announcement (including the appendix (the "Appendix" and together, this "Announcement")) have the meanings given to them in the section headed "Definitions" at the end of this Announcement, unless the context provides otherwise.

Enquiries:

Unbound Group plc

Ian Watson, Chief Executive Officer

Dan Lampard, Chief Financial Officer

020 3874 8300

Singer Capital Markets (Nominated Adviser, Sole Broker and Sole Bookrunner)

Peter Steel / Tom Salvesen / Alaina Wong / Kailey Aliyar

020 7496 3000

Vico Partners (Financial PR Adviser)

Sofia Newitt

020 3957 5045

Details of the Fundraising

Singer Capital Markets Securities Limited is acting as sole broker and bookrunner in connection with the Placing and Singer Capital Markets Advisory LLP is acting as nominated adviser to the Company in connection with the Fundraising and Admission. The Placing is subject to the terms and conditions set out or referred to in the Appendix to this Announcement.

Singer Capital Markets will today commence the Bookbuilding Process in respect of the Placing. The final number of Placing Shares to be placed at the Issue Price will be determined at the close of the Bookbuilding Process.

The book will open with immediate effect following this Announcement. The timing of the closing of the Bookbuilding Process and allocations thereunder are at the absolute discretion of Singer Capital Markets, having consulted with the Company. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten.

In addition, in order to provide Shareholders who do not take part in the Placing with an opportunity to participate in the proposed issue of new Ordinary Shares at the Issue Price, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares at the Issue Price. Qualifying Shareholders subscribing for their full basic entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility. The Open Offer is not being underwritten.

A circular, containing further details of the Fundraising and convening the General Meeting at which the Resolutions will be considered (the "Circular"), is expected to be despatched to Shareholders on or around 22 July 2022 and the Circular, once published, will be available on the Company's website at https://unboundgroupplc.com/.

The Fundraising and the issue of the New Ordinary Shares are conditional upon, among other things, the Resolutions being duly passed by Shareholders at the General Meeting.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the then Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. The Placing Shares and Subscription Shares represent an increase of approximately 52.1 per cent. of the existing issued ordinary share capital of the Company (immediately following Admission and assuming no other Ordinary Shares are issued before that time).

Admission, settlement and CREST

Application will be made for up to 28,680,464 New Ordinary Shares (comprising 20,783,334 Placing Shares, 1,221,281 Subscription Shares and up to 6,675,849 Open Offer Shares) to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") ("Admission").

Subject, amongst other things, to the passing of the Resolutions, settlement for the New Ordinary Shares and Admission are expected to take place at 8.00 a.m. on or around 11 August 2022 (or such later time and/or date as the Singer Capital Markets may agree with the Company not being later than 8.00 a.m. on 1 September 2022). In addition to the passing of the Resolutions, the Fundraising is conditional upon, among other things, Admission becoming effective and the Placing Agreement entered into today between the Company, Singer Capital Markets Advisory LLP and Singer Capital Markets (the "Placing Agreement") not being terminated in accordance with its terms.

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

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

The person responsible for arranging the release of this Announcement on behalf of the Company is Daniel Lampard, Chief Financial Officer of the Company.

Expected Timetable for the Fundraising

	2022
Placing and Bookbuild commenced	21 July
Record Date and time for entitlements under the Open Offer	6.00 p.m. on 19 July
Announcement of the Fundraising Posting of the Circular, Application Forms and Forms of Proxy	21 July 22 July
Existing Ordinary Shares marked 'ex' by London Stock Exchange	8.00 a.m. on 22 July
Basic Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	8.00 a.m. on 25 July
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Open Offer Entitlements from CREST	4.30 p.m. on 2 August
Latest time for depositing Basic Entitlements and Excess Open Offer Entitlements into CREST	3.00 p.m. on 3 August
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 4 August
Last time and date for receipt of completed Forms of Proxy	10.00 a.m. on 8 August
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 8 August
General Meeting	10:00 a.m. 10 August
Record Date for the Corporate Restructure	6.00 p.m. 10 August
Results of Placing and Open Offer announced through an RIS	10 August
Effective Date for the Corporate Restructure	7.00 a.m. on 11 August
Admission and commencement of dealings in the Placing Shares and the Open Offer Shares	8:00 a.m. 11 August
Placing Shares and Open Offer Shares credited to CREST stock accounts	11 August
Despatch of definitive share certificates for Placing Shares and Open Offer Shares held in certificated form	within 14 days of Admission

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information Service. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

FURTHER INFORMATION

Background to and reasons for the Fundraising

Overview

Since admission to AIM on 1 February 2022, Hotter Shoes has been the sole trading business within Unbound Group and is the foundation for developing a curated multi-brand retail platform supporting the active lifestyles of the over 55 age demographic with a vision "to help people move better, feel better and do more of what they love". The Company has now prepared its website, which will be live with a selection of third-party partner brands on 28 July 2022, with a further Autumn Winter collection launch in September 2022.

Unbound's fully expanded offering beyond footwear will feature a curated range of active lifestyle products and services, with third-party complementary brands featuring alongside new Unbound brands, as well as Hotter.

Background to Hotter Shoes

Hotter Shoes, a UK footwear company, was formed in 1959 in Skelmersdale in Lancashire, UK, initially as a catalogue-based, vertically integrated, comfort footwear brand. The business provides footwear with an uncompromising focus on comfort and fit, delivered through the use of differentiated technology, to consumers predominantly in the UK but also in the US, focusing on the over 55 age demographic.

Hotter Shoes now operates as a digitally-led omni-channel proposition through online channels, supported by a strategically selected network of 17 technology-led retail stores and eight garden centre concessions across the UK.

Hotter Shoes has a strong brand reputation amongst its core demographic, demonstrated by recent studies showing that 60 per cent. of the people surveyed (aged 50+) recognise Hotter Shoes as the number one brand for comfort shoes in the UK, ahead of Clarks on 57 per cent., Ecco on 49 per cent. and M&S and Gabor on 27 per cent. each. This sector (comfort and fit) is a significant segment of the footwear market, where numerous trends support positive market growth dynamics compared to other market segments. Furthermore, Hotter Shoes has a differentiated, premium product range, where 68 per cent. of its range is continuity product rather than fashion footwear, focusing on "Cushion+" lightweight cushioned soles, "Stability+" ultra supportive and "Precision fit" with over 40 width and size combinations.

Under previous management, the business pursued a store rollout plan culminating in expansion to approximately 100 stores by 2017. A difficult period followed during which Hotter's stores suffered from challenging high street conditions, culminating in the appointment of Ian Watson, the Group's Chief Executive Officer, in March 2019. In the past three years, the business has undergone a transformation with a pivot towards digital channels. The Company undertook a CVA process in 2020 to close the majority of its stores, leaving 17 profitable standalone stores and six (now, eight) concessions located in garden centres. In addition, since 2019, the Company has invested in its technology platforms, e-commerce channels, in-store 3D foot-scanning technology and digital touch screen kiosks, and introduced a new app with augmented reality features.

Approximately 75 to 80 per cent. of Hotter Shoes' products are produced using specialist injection moulding techniques at its manufacturing facility in Skelmersdale in Lancashire, UK. The facility has the capacity to produce approximately 63,000 pairs per week compared to approximately 24,000 pairs on average currently, equivalent to approximately 2.5 million pairs a year (versus approximately 1 million pairs per annum currently), without a requirement for additional infrastructure spend. The business has a culture of continuous efficiency improvement using Lean Six Sigma Principles, for example resulting in efficiency wins such as approximately £225,000 of labour saving during the financial year ended 31 January 2022.

In contrast to a 12-week lead time for Far East sourced goods, Hotter's shoes produced at Skelmersdale are available for despatch within 72 hours of manufacturing. The on-shore production facility provides flexibility and resilience and is considered by the Directors as one of the Group's key strengths in terms of increasing availability and reducing lead times and cost. Additionally, the Group's carbon footprint from having a UK manufacturing facility is significantly reduced.

For the financial year ended January 2022, Hotter's revenue totalled £51.8 million (FY21: £44.5 million), with EBITDA of £5.6 million (FY21: £0.9 million loss), representing an EBITDA margin of 10.8 per cent. (FY21: -2.0 per cent.) and pre-tax profit of £0.3 million (FY21: £6.6 million loss), representing a pre-tax profit margin of 0.5 per cent. (FY21: -14.9 per cent.). In FY22, the majority of Hotter's revenue (£34.6 million or 67 per cent.) was made up of UK Direct to Consumer sales, with £7.9 million (15 per cent.) from retail stores. The remaining 18 per cent. was split between US Direct to Consumer (£5.2 million or 10 per cent.,), Digital Partnerships (£2.6 million or five per cent.) and Wholesale (£1.5 million or three per cent.).

Background to the Unbound platform

As part of Unbound's expansion beyond Hotter Shoes, starting from 28 July 2022, Unbound will on-board at least 14 partner brands, which will be sold on its new Unbound platform online. The Group is working with its partner brands to determine launch dates for each brand, the brands listed will launch between July 2022 and October 2022. At the point of initial launch there will be seven brands live on site, which will be followed by a further Autumn/Winter launch in September 2022.

There are strict criteria in place for third party brands selection, with clear methodology to ensure that brands being given direct access to Hotter's customer base bring certain characteristics. For brands to be granted access, they must:

· be relevant to the comfort/fit-driven consumer;

· be desirable and appeal to the target customer;

· bring specialism and expertise to add incrementally to the existing offer; and

· have a sustainability roadmap, with credentials that amplify Unbound's own sustainability story.

The Group also intends to expand into other areas including wellness categories in Q4 2022, and its own Unbound apparel launch in Q2 2023.

Market drivers and expansion opportunity

As a result of the Hotter Shoes' history and brand, the Group has a growing (currently 4.6 million individuals) customer database, with approximately 30 per cent. of the 55+ female population in the UK represented. With c. 15 million website visits each year, the customer base continues to grow, with the Group's email database having exceeded 1 million individuals in 2022.

Unbound's target demographic is not only the fastest growing demographic of the UK population, it is also an increasingly wealthy demographic generally experiencing a higher discretionary spend compared with the under 55s. The Group's target cohort of customers aged 55+ is increasingly focusing on health and wellbeing and becoming more active with the largest percentage rise in exercise participation being in this cohort. The majority of e-commerce businesses tend to be focussed on younger demographics leaving, in the opinion of the Directors, the Group's target demographic materially underserved online, despite online shopping participation and general digital literacy increasing the most amongst the over 65s age group.

The Directors believe that this offers an opportunity for sustainable incremental growth beyond that already being targeted by the Group's Hotter footwear brand. The Directors believe that Unbound has a specialist 'insight-led' focus on this under-served demographic and therefore intend to seek to capitalise on this opportunity by accelerating the Company's growth strategy.

Reasons for the equity raise

The Company is seeking to raise gross proceeds of approximately £3.3 million via the Placing and Subscription and up to approximately £1 million via the Open Offer to accelerate its growth strategy and boost profitability, primarily by funding investment in four key areas:

· driving digital connection with its target customer base by growing the partner brand strategy;

· reactivating dormant retail customers through the expansion of its garden centre concession model portfolio;

· investing in technology to improve the customer experience, deliver cost efficiencies and facilitate accelerated scalable growth ; and

· increasing inventory effectiveness by utilising near shore suppliers with shorter lead time procurement of design-led finished and own-brand goods.

Driving digital connection with target customer base by growing the partner brand strategy

The Group, via Hotter Shoes, has gone through a transformation over the last few years, pivoting to a direct-to-consumer, omni-channel distribution strategy with over 75 per cent. of its revenue through digital channels. A key part of the Group's growth plan is driven by expanding its digital database and opportunities to personalise its products and services.

Part of the Group's future growth plans will therefore be to diversify beyond Hotter's expansion, with additional revenue to be generated from third party brands targeting the same customer segment from July 2022 onwards. The Directors believe that there is an opportunity to reactivate lapsed names within the Group's 4.6 million customer database and substantially increase the number of analogue customers and email subscribers from over 3.5 million and over 1.1 million respectively at present.

The Company intends to operate a drop-ship commission-based partnership model in the first instance, allowing partner brands to sell their products directly to Unbound's database on the Unbound platform in a relatively seamless digital process.

Unbound aims to broaden the offer to its target customers by growing the collection of selective third party brands in certain product and service verticals such as footwear, apparel and wellness. The wellness offering is expected to open up the possibility of repeat subscription-based revenue models.

The Group also intends to launch its own brand range of apparel during 2023. The Directors believe that the Partnerships will be EBITDA and cash generative from the outset and represent a significant opportunity for profitable growth, but will require reinvestment in the short term. Own brand apparel is planned to be a capsule collection based on customer insight, and will offer enhanced gross margin opportunities versus the partnership commission model.

Reactivation of dormant retail customers through its garden centre concession model

The Group has detailed insight into the locations of dormant retail customers, who did not convert to digital channels after the 2020 CVA store closures. Alongside its 17 profitable technology-led stores, in recent years the Company has pursued a low lease liability and inventory model with a low capital entry point through expansion into garden centres with a Hotter Shoes concession, with the same technology as the standalone stores. There are currently eight garden centre concessions in Dobbies and Notcutts with the most recent two openings in June 2022 within the Notcutts chain at Rivendell, Cheshire and Garden Pride, East Sussex.

The garden centre concession model is a key growth channel as a flexible retail format situated in close proximity to Unbound's target demographic and will increasingly play a key role in reactivating retail customers and connecting with the target audience. The Company intends to invest approximately £1.0 million to £1.2 million of the net proceeds of the Fundraising in expanding its existing garden centre model to add over 20 concessions over three years, targeting approximately £1 million of annualised incremental EBIT by FY26.

Investing in technology

As part of the Group's omni-channel offering to its increasingly digitally literate customer base, it is seeking to continue enhancing its digital channel. The Directors believe that there are various efficiency gains and improvements in customer data insight and experience that can be made using technology, which would result in increased revenue over time. Such enhancements include, for example, additional marketplace functionality and payment methods, automation of contact centre elements, investment in improving the link between systems and simplifying legacy systems' architecture. The Group intends to invest approximately £0.75 million to £1.5 million of the net proceeds of the Fundraising in its technology, targeting approximately £1 million of annualised incremental EBIT by FY26.

Increase inventory effectiveness by utilising near shore suppliers

The Group has identified the procurement of faster-turning design-led comfort footwear ranges from third party suppliers with short lead time locations as an incremental growth initiative. For example, trials with European suppliers delivering new comfort styling with quick sell-through rates have proven successful so far. These short lead time products enable the Group to bolster the Hotter footwear range in-season, adapting to customer trading demand trends at pace, which is particularly beneficial against a backdrop of current challenging supply conditions.

Broadening the supply base to work with global best practice tier one factories with faster delivery times matches the Group's strategy of retaining the benefits and growth capacity of its UK manufacturing facility. Approximately £0.75 million to £1.0 million of the net proceeds of the Fundraising will therefore be invested in additional fast moving inventory from such third parties, thereby complementing and broadening the existing product offer and accelerating growth.

Any further funds raised from the Fundraising will also be applied to the above growth opportunities.

Current trading and prospects

The Directors are pleased with the progress that Hotter Shoes has made in the current financial year to date. Revenues in the four months to 31 May 2022 were £16.9 million, up 12.5 per cent. on the prior year period (£15.0 million), with gross margin also improving to 68.7 per cent. (2021: 66.7 per cent.). This improvement in revenue partly reflects softer comparatives in the prior period. The increase in margin is being driven by higher overall average selling prices more than offsetting increased costs due to inflation, with increased technology content in the range enabling a price premium, cost discipline and the benefits of operating leverage all helping to drive year on year profitable growth.

This performance has been achieved despite the macroeconomic headwinds outlined in the Company's trading statement announced on 12 May 2022, namely rising inflation, supply chain challenges and Russia's invasion of Ukraine. Whilst the Directors believe that such challenges will persist over the remainder of the current financial year, the Directors also believe that Hotter Shoes' business model is proving resilient and adept at growing at pace. The performance in the financial year to date also highlights the continued strength of the Hotter brand and, with its active customer base continuing to grow, the success of positioning the business as an omni-channel retailer in the current environment.

Overall, Hotter Shoes continues to trade in line with the Board's expectations for the current year ending 5 February 2023.

Overall Group net debt was £9.7 million at 30 June 2022, comprising £10.1 million of net debt within Hotter and £0.4 million of cash held by the Company. Furthermore, the Directors note that current consensus market expectations do not reflect any income or expenses associated with the Group's growth plans for the wider Unbound platform or other Group costs such as for the head office. The Directors estimate that these other Group costs will be approximately £2 million in FY23.

The new Unbound multi-brand platform is expected to start generating revenues in the second half of the current financial year onwards following the launch of the platform on 28 July 2022. Starting from 28 July 2022 through to October 2022, the Group will onboard 14 partner brands which will be sold on its new platform. This will be supplemented by further brands in due course, with the growth of the Unbound platform to be accelerated through investment of some of the net proceeds of the Fundraising. The Directors expect the Unbound platform to be moderately loss-making in FY23 and FY24 before the benefits of scale flow through and, in this regard, the Directors reiterate the guidance provided at the September 2021 Capital Markets Day, namely for profits from non-Hotter revenues to account for approximately 25 per cent. of the Group's profits in three years' time (i.e., FY25) and 50 per cent. by FY27.

Capital reorganisation

The Issue Price (15 pence) is lower than the current nominal value of an Ordinary Share (25 pence). The issue of new shares at a price which is less than the current nominal value is prohibited under the Companies Act 2006. Accordingly, it will be necessary to undertake the Share Capital Reorganisation to enable the Company to issue shares in the future (including New Ordinary Shares pursuant to the Fundraising) at a price which is less than the current nominal value of an existing Ordinary Share. It is therefore proposed that each existing Ordinary Share shall be subdivided into 1 ordinary share of £0.01 (New Ordinary Share) and 1 deferred ordinary share of £0.24 (Deferred Share). The interests of existing Shareholders (both in terms of their economic interest and voting rights) will not be diluted by the implementation of the Share Capital Reorganisation.

The Deferred Shares created will be effectively valueless as they will not carry any voting or dividend rights and will have no effect on the economic interest of the shareholders. The New Ordinary Shares shall have the same rights and shall be subject to the same restrictions (save as to nominal value) as the existing Ordinary Shares. The rights attaching to the aforementioned shares will be set out in amended articles of association of the Company, to be adopted (subject to approval at the General Meeting) as part of the Share Capital Reorganisation.

No application will be made to the London Stock Exchange for the Deferred Shares to be admitted to trading on AIM nor will any such application be made to any other exchange. No CREST accounts of shareholders will be credited in respect of any entitlement to any Deferred Shares. No share certificates will be issued for the Deferred Shares.

The Share Capital Reorganisation is subject to Shareholder approval and further details will be set out in the Circular.

Directors' and Substantial Shareholder intentions

Certain Directors of the Company (the "Participating Directors") and a substantial shareholder (as defined in the AIM Rules) have each indicated their intention to participate in the Subscription and the Placing.

The proposed participation by the Substantial Shareholder would constitute a related transaction under Rule 13 of the AIM Rules for Companies. Further details of any confirmed participation by the Participating Directors and by any substantial shareholder in the Company will be set out in the announcement to be made summarising the results of the Bookbuilding Process.

Those Directors that hold Existing Ordinary Shares do not intend to participate in the Open Offer.

Voting intentions

Those Directors that hold Existing Ordinary Shares have undertaken irrevocably to vote in favour of the Resolutions in respect of their respective entire holdings of Existing Ordinary Shares representing, in aggregate, approximately 7.52 per cent. of the Existing Ordinary Shares.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute or contain an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction (or to any persons in any of those jurisdictions) in which the same would be unlawful. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits or demerits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Regulation or the UK Prospectus Regulation.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to be published. Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement) is for information purposes only and (unless otherwise agreed by Singer Capital Markets) is directed at and is only distributed to: (a) persons in member states of the EEA who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of the UK Prospectus Regulation, and who: (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (c) persons to whom it may otherwise lawfully be communicated, (each such persons in (a), (b) and (c) together being referred to as "Relevant Persons"). This Announcement (including the terms and conditions set out in this Announcement) must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement (including the terms and conditions set out in this Announcement) relates is available only to, and will be engaged in only with, Relevant Persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by Singer Capital Markets, or by any of their respective partners, directors, officers, employees, agents, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Singer Capital Markets is not responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described in this Announcement.

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not be responsible to any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. SCM Advisory is not responsible to anyone other than the Company for providing the protections afforded to clients of SCM Advisory or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described in this Announcement. SCM Advisory's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

None of the information in this Announcement has been independently verified or approved by Singer Capital Markets or any of their respective partners, directors, officers, employees, agents, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Singer Capital Markets by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by Singer Capital Markets or any of its partners, directors, officers, employees, agents, advisers, consultants or affiliates whatsoever for the contents of this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of Singer Capital Markets or any of its partners, directors, officers, employees, agents, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. Singer Capital Markets and its partners, directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no undertaking, representation or warranty, express or implied, is made by Singer Capital Markets or any of its partners, directors, officers, employees, agents, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Singer Capital Markets or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Singer Capital Markets to inform themselves about, and to observe, such restrictions.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part of it) should seek appropriate advice before taking any action.

In connection with the Placing, Singer Capital Markets and any of its affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Singer Capital Markets and any of its affiliates acting in such capacity. In addition, Singer Capital Markets and any of its affiliates may enter into financing arrangements (including swaps) with investors in connection with which Singer Capital Markets and any of its affiliates may from time to time acquire, hold or dispose of shares. Singer Capital Markets does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and the Company cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement (if any). The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company, its directors, Singer Capital Markets, their respective affiliates and any person acting on its or their behalf each expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to subscribe for, purchase, otherwise acquire Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Singer Capital Markets. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. The price and value of securities can go down as well as up and past performance is not a guide to future performance, and investors may not get back the full amount invested upon the disposal of such securities. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

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

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the terms and conditions of the Placing and the Bookbuild. Persons who choose to participate in the Placing, by making an oral or written offer to subscribe for 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 in this Announcement and to be providing the representations, warranties, undertakings, agreements, acknowledgements and indemnities in the Appendix.

Information to distributors

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Singer Capital Markets or any of its affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Singer Capital Markets to inform themselves about, and to observe, such restrictions.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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.

EU Product Governance Requirements

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

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

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EEA, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, AND WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS; OR (II) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS) IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States nor have any of the foregoing authorities passed upon or endorsed the merits or demerits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan 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 the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA.

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

This Announcement should be read in its entirety. In particular, any prospective Placee should read and understand the information provided in the "Important Notices" section of this Announcement.

By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in this Announcement (including this Appendix) and to be providing the representations, warranties, undertakings, agreements, acknowledgements and indemnities contained in this Announcement.

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

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

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

2. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and

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

(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Singer Capital Markets has been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

3. in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:

(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Singer Capital Markets has been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

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

5. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement; and

6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is outside the United States and acquiring the Placing Shares in 'offshore transactions' as defined in and in accordance with Regulation S promulgated under the Securities Act.

The Company and Singer Capital Markets will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements. Each Placee hereby agrees with Singer Capital Markets and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be allotted and issued. A Placee shall, without limitation, become so bound if Singer Capital Markets confirms (orally or in writing) to such Placee its allocation of Placing Shares.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Issue 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. Accordingly, any dealing in Placing Shares should not begin before any such notification is made.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement and the announcement of the results of the Placing (the "Result of Placing Announcement") (together, the "Placing Documents") and any information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the trade confirmation sent to Placees.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Singer Capital Markets or the Company or any other person and none of Singer Capital Markets, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons (whether innocently or negligently)). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.

No Placee should consider any information in this Announcement to be legal, financial, tax or business advice. Each Placee should consult its own legal advisor, tax advisor, financial advisor and business advisor for legal, tax, financial and business advice regarding an investment in the Placing Shares.

Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Singer Capital Markets is acting as sole broker and bookrunner in connection with the Placing and has entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Singer Capital Markets, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares. The Placing is not being underwritten by Singer Capital Markets or any other person.

The price per Ordinary Share at which the Placing Shares are to be placed is 15 pence (the "Issue Price"). The timing of the closing of the book and allocations are at the discretion of the Company and Singer Capital Markets.

The Placing Shares will be made up of approximately 20,783,334 new Ordinary Shares issued and allotted by the Company. Accordingly, by participating in the Placing, Placees agree to subscribe for Placing Shares.

The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Articles of Association and rank pari passu in all respects with the then existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for admission to trading on AIM

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

It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on 11 August 2022 (or such later time or date as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on 1 September 2022) and that dealings in the Placing Shares on AIM will commence at that time.

Bookbuild

Singer Capital Markets will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). 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.

Singer Capital Markets 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

1. Singer Capital Markets is acting as sole broker and bookrunner to the Placing, as agent for and on behalf of the Company, on the terms and subject to the conditions of the Placing Agreement. SCM Advisory is acting as nominated adviser to the Company in connection with the Placing and Admission. Each of Singer Capital Markets and SCM Advisory are authorised and regulated entities in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company in relation to the matters described in this Announcement.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Singer Capital Markets. Singer Capital Markets may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.

3. Following a successful completion of the Bookbuild, the Company will confirm the closing of the Placing via the Result of Placing Announcement.

4. To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Singer Capital Markets. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by Singer Capital Markets on the basis referred to in paragraph 6 below. Singer Capital Markets reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at Singer Capital Markets' absolute discretion, subject to agreement with the Company.

5. The Bookbuild is expected to close no later than 4.30 p.m. on 22 July 2022 but may be closed earlier or later at the discretion of Singer Capital Markets. Singer Capital Markets may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of Singer Capital Markets) to vary the number of shares to be issued pursuant to the Placing, in its absolute discretion.

6. Allocations of the Placing Shares will be determined by Singer Capital Markets after consultation with the Company (and in accordance with Singer Capital Markets' allocation policy as has been supplied by Singer Capital Markets to the Company in advance of such consultation). Allocations will be confirmed orally by Singer Capital Markets and a trade confirmation will be despatched as soon as possible thereafter. Singer Capital Markets' oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Singer Capital Markets and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price in respect of each such share on the terms and conditions set out in this Appendix and in accordance with the Articles of Association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with Singer Capital Markets' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

7. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

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

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

10. 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.

11. To the fullest extent permissible by law, none of Singer Capital Markets, the Company nor any of their respective affiliates, agents, directors, officers, employees or advisers shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Singer Capital Markets, the Company, nor any of their respective affiliates, agents, directors, officers, employees or advisers shall have any responsibility or liability (including, to the extent permissible by law, any fiduciary duties) in respect of Singer Capital Markets' conduct of the Placing or of such alternative method of effecting the Placing as Singer Capital Markets and the Company may agree.

12. The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out in this Appendix will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Singer Capital Markets' conduct of the Placing.

Conditions of the Placing

The Placing is conditional, amongst others, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Singer Capital Markets' obligations under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):

1. Admission occurring no later than 8.00 a.m. on 11 August 2022 (or such later time or date as Singer Capital Markets may otherwise agree with the Company, being no later than 8.00 a.m. on 1 September 2022) (the "Closing Date");

2. the release of the Result of Placing Announcement through a RIS by not later than 6:30 p.m. on the day following this Announcement (or such later time and/or date as may be agreed in writing (including by email) between the Company and Singer Capital Markets);

3. the Resolutions having been duly passed without amendment (or with such amendments as SCM Securities and SCM Advisory may agree) at the General Meeting (or at any adjournment of the General Meeting);

4. in the opinion of SCM Securities and SCM Advisory (each acting in good faith), the Company having complied with all its obligations and having satisfied all the conditions to be performed or satisfied by it under the Placing Agreement, in each case which fall to be performed or satisfied on or prior to Admission and not being in breach of the Placing Agreement;

5. in the opinion of Singer Capital Markets and SCM Advisory (each acting in good faith), none of the warranties given by the Company under the Placing Agreement being untrue, inaccurate or misleading at each of: (a) the date of the Placing Agreement; (b) the time that the Result of Placing Announcement is released; and (c) immediately prior to Admission, in each case by reference to the facts and circumstances then subsisting;

6. in the opinion of Singer Capital Markets and SCM Advisory (each acting in good faith), there being no change in, or any development that would or would be likely to cause or to involve a prospective change in, or affecting, the condition (financial, operational, legal or otherwise) or in the earnings, business, management, properties, assets, general affairs, solvency, rights, results of operations, business prospects or financial prospects of any member of the Group or the Group (taken as a whole), whether or not arising in the ordinary course of business and whether or not foreseeable, the effect of which, in any case, would be material in the context of the Placing or Admission (amongst other things) at any time prior to Admission (whether or not foreseeable at the date of the Placing Agreement); and

7. in the opinion of Singer Capital Markets or SCM Advisory (acting in good faith), the Company fails to comply with any obligation under this agreement or otherwise relating to the Placing or Admission (amongst other things).

Singer Capital Markets and SCM Advisory (acting together and in their absolute discretion), without any obligation to do so and upon such terms as they shall think fit, shall be entitled to waive fulfilment of the Conditions (other than those referred to in paragraphs 1 and 3 above) in whole or in part or to extend the time provided for fulfilment of any such Conditions in respect of all or any part of the performance of them, by express notice in writing to the Company. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

If: (a) any of the Conditions is not fulfilled on or before the relevant time and/or date (or by such later time and/or date as agreed by Singer Capital Markets and SCM Advisory (if applicable), and in any event no later than 8.00 a.m. on 1 September 2022; or (b) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", 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 it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

None of Singer Capital Markets, SCM Advisory or the Company, or any of their respective affiliates, agents, directors, officers or employees 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 Singer Capital Markets and SCM Advisory.

Right to terminate under the Placing Agreement

Singer Capital Markets or SCM Advisory is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):

1. in the opinion of Singer Capital Markets or SCM Advisory (acting in good faith), the Company fails to comply with any obligation under the Placing Agreement or otherwise relating to the Placing or Admission (amongst others);

2. in the opinion of Singer Capital Markets or SCM Advisory (acting in good faith), any matter or circumstance arises or might reasonably be expected to arise as a result of which any of the Conditions will not be satisfied by the requisite time and/or date;

3. in the opinion of Singer Capital Markets or SCM Advisory (acting in good faith), there has been a breach, or an alleged breach, of any of the warranties given by the Company under the Placing Agreement;

4. the application to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM is refused or withdrawn by the London Stock Exchange, or, in the opinion of SCM Advisory, will not be granted; or

5. upon the occurrence of certain force majeure events.

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

By participating in the Placing, each Placee agrees that: (a) the exercise by Singer Capital Markets and/or SCM Advisory of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of Singer Capital Markets and/or SCM Advisory (as the case may be) and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise; and (b) its rights and obligations terminate only in the circumstances described above under "Conditions of the Placing" and "Right to terminate under the Placing Agreement", and its participation will not be capable of rescission or termination by it after oral confirmation by Singer Capital Markets of the allocation and commitments following the close of the Bookbuild.

Restriction on Further Issue of Shares

The Company has undertaken to Singer Capital Markets and SCM Advisory that (amongst other things), between the date of the Placing Agreement and a period of 120 business days from Admission (the "Restricted Period"), it will not, directly or indirectly, offer, pledge, sell, contract to sell or sell any option or contract to purchase or purchase any option, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of any securities of the same class as the Ordinary Shares or any securities convertible into or exchangeable for securities of the same class as the Ordinary Shares, in cash or otherwise, or otherwise allot any Ordinary Shares prior to or on the date of Admission, in each case without the prior written consent of Singer Capital Markets and SCM Advisory. The foregoing restriction shall not apply to: (a) the issue and offer of the Placing Shares, Subscription Shares and Open Offer Shares by the Company; (b) the granting or exercising of options or other rights to acquire Ordinary Shares or rights related to Ordinary Shares or the issue of Ordinary Shares in each case under the terms of the existing employee share schemes of the Company and in accordance with past practice; and (c) the allocations of Placing Shares made by Singer Capital Markets in connection with the Placing.

By participating in the Placing, Placees agree that the exercise by Singer Capital Markets and SCM Advisory of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of Singer Capital Markets and SCM Advisory and that they need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0003085445) following Admission will take place within the system administered by Euroclear ("CREST"), subject to certain exceptions. Singer Capital Markets reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that it may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to Singer Capital Markets and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with Singer Capital Markets.

The Company will deliver (or will procure the delivery of) the Placing Shares to a CREST account operated by Singer Capital Markets as agent for the Company and Singer Capital Markets will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares will take place on 11 August 2022 on a delivery versus payment basis.

Each Placee is deemed to agree that, if it does not comply with these obligations, Singer Capital Markets may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Singer Capital Markets' account and benefit, an amount equal to the aggregate amount owed by that Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or SDRT or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction 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, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued 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 SDRT. If there are any circumstances in which any stamp duty or SDRT or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or SDRT is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Singer Capital Markets nor the Company shall be responsible for payment thereof.

Agreement to acquire Placing Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on 11 August 2022 (or such later time or date as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on 1 September 2022) and on the Placing Agreement being otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before Admission; and (ii) being notified of its allocation by Singer Capital Markets, a Placee agrees to become a member of the Company and agrees to acquire Placing Shares at the Issue Price. The number of Placing Shares acquired by such Placee under the Placing shall be in accordance with the arrangements described above.

Acknowledgements, confirmations, undertakings, representations, warranties and agreements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Singer Capital Markets (in its capacity as sole bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

1. it has read and understood this Announcement in its entirety and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in this Announcement and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;

2. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the MAR, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

3. to be bound by the terms of the Articles of Association;

4. the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither Singer Capital Markets nor the Company will be responsible for any liability to stamp duty or SDRT or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify Singer Capital Markets and the Company on an after-tax basis in respect of any Indemnified Taxes;

5. neither Singer Capital Markets nor any of its affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;

6. time is of the essence as regards its obligations under this Appendix;

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

8. it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;

9. it has not received (and will not receive) a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the UK Prospectus Regulation or other applicable law; and (b) has been or will be prepared in connection with the Placing;

10. in connection with the Placing, Singer Capital Markets and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares and in that capacity may retain, purchase or sell for its own account such Placing Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares to Singer Capital Markets or any of its affiliates acting in such capacity;

11. Singer Capital Markets and its affiliates may enter into financing arrangements and swaps with investors in connection with which Singer Capital Markets and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

12. Singer Capital Markets does not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;

13. Singer Capital Markets does not owe any fiduciary or other duties to any Placee in respect of any discretions, obligations, representations, warranties, undertakings or indemnities in the Placing Agreement;

14. its participation in the Placing is on the basis that it is not and will not be a client of Singer Capital Markets in connection with its participation in the Placing and that Singer Capital Markets has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any discretions, obligations, representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

15. the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto (if any)) and neither Singer Capital Markets nor any of its affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

16. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that, in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 16), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

17. it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Singer Capital Markets nor the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;

18. neither Singer Capital Markets nor 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, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of Singer Capital Markets or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;

19. neither Singer Capital Markets or the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

20. it may not rely, and has not relied, on any investigation that Singer Capital Markets, any of its affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and no such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;

21. in making any decision to subscribe for Placing Shares it:

(a) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;

(b) will not look to Singer Capital Markets for all or any part of any such loss it may suffer;

(c) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;

(d) is able to sustain a complete loss of an investment in the Placing Shares;

(e) has no need for liquidity with respect to its investment in the Placing Shares;

(f) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and

(g) has conducted its own due diligence, examination, investigation and assessment of the Company and Group, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

22. it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, confirmations, undertakings, representations, warranties and agreements contained in this Appendix;

23. it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

(a) duly authorised to do so and has full power to make the acknowledgments, representations and agreements in this Announcement on behalf of each such person; and

(b) will remain liable to the Company and/or Singer Capital Markets for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

24. it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in Singer Capital Markets or the Company or any of their respective affiliates and its and their directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

25. where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;

26. it irrevocably appoints any duly authorised officer of Singer Capital Markets as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Appendix;

27. the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof ("Restricted Jurisdictions");

28. the Placing Shares may not be offered, sold, or delivered, directly or indirectly, in or into the Restricted Jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company or Singer Capital Markets or any person acting on behalf of the Company or Singer Capital Markets that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

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

30. unless otherwise specifically agreed with Singer Capital Markets, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, in a Restricted Jurisdiction;

31. it may be asked to disclose in writing or orally to Singer Capital Markets:

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

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

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

33. it has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S promulgated under the US Securities Act or by means of any "general solicitation" or "general advertising" within the meaning of Regulation D promulgated under the US Securities Act;

34. it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold, pledged or delivered in or into or from the United States except pursuant to: (a) an effective registration statement under the US Securities Act; or (b) pursuant to an exemption from the registration requirements of the US Securities Act and, in each case, in accordance with applicable United States state securities laws and regulations;

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

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

37. it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

38. it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor Singer Capital Markets make any representation or warranty with respect to the same. Accordingly, neither the Company nor Singer Capital Markets can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor Singer Capital Markets undertakes to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;

39. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and, if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

40. it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

41. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of Singer Capital Markets has been given to each proposed offer or resale;

42. if in the United Kingdom, that it is a person: (a) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (b) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (c) to whom it may otherwise lawfully be communicated;

43. if in the United Kingdom, unless otherwise agreed by Singer Capital Markets, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

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

45. 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 and it acknowledges and agrees that the Placing Documents have not and will not have been approved by Singer Capital Markets in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

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

47. if it is a pension fund or investment company, its subscription for/purchase of Placing Shares is in full compliance with applicable laws and regulations;

48. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR, the EU Market Abuse Regulation 596/2014 and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (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;

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

50. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or SDRT liability under (or at a rate determined 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 service;

51. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as Singer Capital Markets may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, SDRT or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;

52. any money held in an account with Singer Capital Markets on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Singer Capital Markets' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

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

54. neither Singer Capital Markets nor any of its affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and Singer Capital Markets is not acting for it or its clients, and that Singer Capital Markets will not be responsible for providing the protections afforded to clients or customers of Singer Capital Markets or for providing advice in respect of the transactions described in this Announcement;

55. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Singer Capital Markets' conduct of the Placing;

56. if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:

(a) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

(b) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

57. the rights and remedies of the Company and Singer Capital Markets under these terms and conditions of the Placing are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others;

58. these terms and conditions of the Placing may be waived, varied or modified as regards specific Placees or on a general basis by Singer Capital Markets (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined;

59. in the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placee's liability is joint and several; and

60. these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, 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 (including any dispute regarding the existence, validity or termination of such contract or relating to any non- contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or Singer Capital Markets in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of the Company as well Singer Capital Markets and are irrevocable. Singer Capital Markets and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements.

Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and Singer Capital Markets to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement.

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

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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

Singer Capital Markets Securities Limited is authorised and regulated by the FCA in the United Kingdom and is acting as sole bookrunner exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Taxation

The agreement to allot and issue certain of the Placing Shares by the Company to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and SDRT relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.

There should be no liability to stamp duty or SDRT arising on the allotment of the Placing Shares by the Company. The registration of and the issue of definitive share certificates to Placees should not give rise to any liability to stamp duty or SDRT. In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale of Ordinary Shares on AIM (including instruments transferring Ordinary Shares and agreements to transfer Ordinary Shares).

Such statements assume that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares, stamp duty or SDRT or other similar taxes or duties may be payable, for which neither the Company nor Singer Capital Markets will be responsible and the Placees shall indemnify the Company and Singer Capital Markets on an after-tax basis for any stamp duty or SDRT or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or Singer Capital Markets in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Singer Capital Markets accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and Singer Capital Markets are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify Singer Capital Markets and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold Singer Capital Markets and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, SDRT and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

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, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.

Supply and disclosure of information

If any of Singer Capital Markets, the Company's registrars, or the Company or any of their respective officers, employees or agents request any information about a Placee's agreement to acquire Placing Shares, such Placee agrees promptly to disclose it to them and ensure that such information is complete and accurate in all respects.

RELEVANT DEFINITIONS

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

"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence"	are to the lawful currency of the UK
Admission	admission of the Placing Shares, Subscription Shares and Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules
AIM	AIM, a market operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange, as amended
Announcement	this Announcement, including the Appendix
Appendix	the appendix to this Announcement
Articles of Association or Articles	the articles of association of the Company as at the date of this Announcement
Bookbuild	the bookbuilding process to be commenced by Singer Capital Markets to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in the Appendix to this Announcement and the Placing Agreement;
certificated or in certificated form	not in uncertificated form (that is, not in CREST)
City Code	the City Code on Takeovers and Mergers;
Company	Unbound Group plc
CREST	the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear
CREST Regulations	the Uncertificated Securities Regulations 2001, including (i) any enactment or subordinate legislation which amends or supersedes those regulations; and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force, as amended
Directors or Board	the directors of the Company for the time being
EEA	European Economic Area
EU Prospectus Regulation	Regulation (EU) 2017/1129, as amended
Euroclear	Euroclear UK & International Limited
FCA	the UK Financial Conduct Authority
FSMA	the Financial Services and Markets Act 2000, as amended
Group	the Company and its subsidiary undertakings (and Group Company shall be construed accordingly)
Issue Price	15p per Ordinary Share
London Stock Exchange	London Stock Exchange plc
MAR	the EU Market Abuse Regulation (EU) 596/2014 and all delegated or implementing regulations relating to that Regulation as amended as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company
Panel	the UK Panel on Takeovers and Mergers
Placees	persons who agree to subscribe for Placing Shares at the Issue Price
Placing	the conditional placing by Singer Capital Markets as agent of the Company of the Placing Shares at the Issue Price, in accordance with the Placing Agreement
Placing Agreement	the agreement dated 21 July 2022 between the Company, Singer Capital Markets and SCM Advisory relating to the Placing
Placing Documents	this Announcement and the announcement of the results of the Placing
Placing Shares	the new Ordinary Shares expected to be issued to Placees pursuant to the Placing
Publicly Available Information	any information publicly announced through a regulatory information service by or on behalf of the Company on or prior to the date of this Announcement
SCM Advisory	Singer Capital Markets Advisory LLP
Share Capital Reorganisation	the subdivision, and reclassification of each existing Ordinary Share into 1 New Ordinary Share of £0.01, and 1 Deferred Share of £0.24, subject to Shareholder approval
Singer Capital Markets	Singer Capital Markets Securities Limited
SDRT	stamp duty reserve tax
subsidiary or subsidiary undertaking	have the meaning given to such term in the Companies Act 2006
uncertificated or in uncertificated form	in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation	Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended
US Securities Act	the U.S. Securities Act of 1933, as amended
US or United States	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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Unbound Group (UBG)

Friday, 17th May 2024

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