ITM Power PLC

Proposed Placing and Open Offer

RNS Number : 2068S
ITM Power PLC
29 September 2017
 

The information contained in this announcement is inside information for the purposes of article 7 of Regulation 596/2014.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

29 September 2017, 7.00 a.m.

ITM POWER PLC

PROPOSED PLACING OF NEW ORDINARY SHARES TO RAISE £25 MILLION AND PROPOSED OPEN OFFER TO RAISE UP TO £4.4 MILLION

ITM Power plc (AIM: ITM) (ITM Power or the Company) is pleased to announce its intention to raise £25 million (before expenses) through a placing of 62,500,000 New Ordinary Shares of 5 pence each in the capital of the Company (the Firm Placed Shares), with certain existing and new institutional investors (the Firm Placing). In addition the Company intends to raise up to c.£4.4 million through an open offer (the Open Offer) of 10,896,225 New Ordinary Shares (the Open Offer Shares). The fundraising is principally to provide working capital to support the delivery of the contract backlog and opportunity pipeline.

Highlights of the Firm Placing and Open Offer

·     ITM Power intends to raise a total of up to c.£29.4 million pursuant to the Firm Placing and Open Offer at a price of 40 pence per New Ordinary Share (the Issue Price).

·    The Firm Placing is being conducted, subject to the satisfaction of certain conditions, on the Company's behalf by Investec Bank plc (Investec). The Firm Placing and the Open Offer are not being underwritten by Investec.

·    The Issue Price represents a discount of approximately 5.3 per cent to the closing mid-market price of an Existing Ordinary Share on 28 September 2017, the latest practicable date prior to the publication of this announcement.

·    The Firm Placing and Open Offer are to be conditional on, amongst other things, (i) the passing by the requisite majority of Shareholders of resolutions to grant authorities to Directors to allot further shares for cash on a non-pre-emptive basis; and (ii) admission of the New Ordinary Shares to trading on AIM on or before 8.00 a.m. on 19 October 2017 (Admission).

·    The net proceeds of the Firm Placing and the Open Offer (expected to be up to approximately £28.4 million) will be utilised by the Company to provide working capital to support the delivery of the contract backlog and opportunity pipeline, to move to new larger facilities to increase annual production capacity, to strengthen the Group's balance sheet, and to move toward achieving positive cash flow and profitability within the medium term.

Graham Cooley, Chief Executive Officer of ITM Power plc, said:

"We are delighted to disclose our c.£180 million opportunity pipeline of highly qualified tenders, which sits behind our growing backlog of contracted orders. This demonstrates significant traction for ITM Power's products and the growing momentum in the hydrogen energy market overall. The £25 million placing and up to c.£4.4 million open offer considerably strengthens our balance sheet and should provide enhanced confidence to our customers on ITM Power's ability to deliver future orders at increased scale. It should also enable us to unlock further efficiencies in our supply chain. We look forward to updating the market as opportunities are converted from pipeline to contracted sales, as we near our target of positive cashflow generation."

Reasons for the Firm Placing and Open Offer

As at 19 September 2017, ITM Power had c.£20 million of projects under contract and a further c.£16.7 million in the later stages of negotiation (c.£36.7 million in total). In addition, the Group has an opportunity pipeline of c.£180 million of commercial sales, which consists of over 50 separate projects across all three of the Group's end markets. For each of the projects qualified within this figure, the Company has been engaged to provide a written proposal, the client is understood to remain actively interested in pursuing the project, and the Directors believe the client has the financial means and the ambition to implement the project in the medium term. The majority of these projects provide for a portion of the project cost to be paid by the client to the Company up front, with the corresponding balance of the income typically received towards the end of the contract. This results in a working capital shortfall during the middle and later stages of the contract term, when cash is used in the build phase as well as final commissioning and user testing.

The Directors intend to use the proceeds of the Firm Placing and the Open Offer to:

·      provide working capital to support the delivery of the contract backlog and opportunity pipeline;

·    move to new larger facilities which will consolidate the Group's two current sites and is expected to facilitate annual production capacity of c.300MW. In addition the Group would seek the installation of an enlarged grid connection of up to 5MW, in order to be able to test larger scale electrolysers;

·     strengthen the Group's balance sheet, to assist in meeting tender requirements, in particular with regard to obtaining improved upfront payment terms from customers and suppliers; and

·      move toward achieving positive cash flow and profitability within the medium term.

Cash flow remains a key consideration for the Board, and the presiding financial objective for ITM Power is the achievement of a positive cash flow in the medium term. To manage working capital demands and mitigate the impact of existing projects with cash receipts towards the end of the contractual agreement, the Company is seeking a move towards quoting for potential sales with upfront payment terms, thus reducing the initial working capital outlay of such commercial projects. On certain projects, working capital is also enhanced through working with, and receiving support from, partners on the development of electrolyser related technology.

Continued Product Development

The Directors' immediate objective in terms of product development is to continue to focus on the scale up of proven electrolysis equipment, targeting penetration of larger markets. The Directors believe this approach to be a direct response to market demand from sales enquiries, trade fairs and marketing events. Product development, and in particular upscaling of product offering, is proposed to be achieved through securing and utilising project funding.

Details of the Firm Placing and Open Offer

Structure

 

The Directors have given careful consideration as to the structure of the proposed fundraising and have concluded that the Firm Placing and the Open Offer is the most suitable option available to the Company and its Shareholders at this time.

 

It is intended that 62,500,000 Firm Placed Shares will be issued through the Firm Placing at 40 pence per New Ordinary Share to raise gross proceeds of £25 million. Up to 10,896,225 New Ordinary Shares are proposed to be issued through the Open Offer at 40 pence per New Ordinary Share to raise gross proceeds of up to approximately £4.4 million (assuming full take-up under the Open Offer).

 

Principal terms of the Firm Placing

 

The Company is proposing to issue 62,500,000 Firm Placed Shares pursuant to the Firm Placing. In accordance with the terms of the Firm Placing and Open Offer Agreement, Investec has agreed to use reasonable endeavours to procure placees for the Firm Placing Shares at the Placing Price. Investec has, as agent for the Company, conditionally placed, on the terms and subject to the conditions contained in the placing letters to be sent to placees, with institutional and other investors, the Firm Placed Shares at the Issue Price to raise gross proceeds of approximately £25 million. 

 

The Firm Placing is not being underwritten.

 

Dr. Graham Cooley, Robert Pendlebury, Peter Hargreaves and Sir Roger Bone have each undertaken respectively to subscribe for, in aggregate, 5,879,860 Firm Placed Shares in the Firm Placing at an Issue Price of 40 pence, as set out below.

 

The Firm Placed Shares are not subject to clawback and are not part of the Open Offer.

Under the Firm Placing and Open Offer Agreement, the Company has agreed to pay to Investec a fixed sum together with a commission based on the aggregate value of certain of the Firm Placed Shares placed at the Issue Price and the costs and expenses of the Firm Placing together with any applicable VAT.

 

Principal terms of the Open Offer

 

The Board considers it important that Qualifying Shareholders have the opportunity to participate in the fundraising, and the Directors have concluded that the Open Offer is the most suitable option available to the Company and its Shareholders.

 

The Open Offer is intended to provide an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability.

 

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for 1 Open Offer Share for every 23 Existing Ordinary Shares held on the Record Date. 

 

The Open Offer is proposed to raise gross proceeds of up to approximately £4.4 million, assuming full take-up.

 

The Issue Price represents a 5.3 per cent. discount to the Closing Price of 42.25 pence per Ordinary Share on the Latest Practicable Date.

Basic Entitlement

 

Qualifying Shareholders are invited, on and subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares (subject to the limit on the number of Excess Shares that can be applied for using the Excess Application Facility) at the Issue Price. Qualifying Shareholders have a Basic Entitlement of:

1 Open Offer Share for every 23 Existing Ordinary Shares registered in the name of the relevant Qualifying Shareholder on the Record Date.

Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating Basic Entitlements and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility.

The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 10,896,225 New Ordinary Shares.

 

Allocations under the Open Offer

 

In the event that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares will be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility provided always that no Qualifying Shareholder shall be entitled to receive in excess of such number of Open Offer Shares as would bring their aggregate interest in the Company to more than the 29.9 per cent. Aggregate Limit.

 

Excess Application Facility

 

Subject to availability and assuming that Qualifying Shareholders have accepted their Basic Entitlement in full, the Excess Application Facility enables Qualifying Shareholders to apply for any whole number of Excess Shares in addition to their Basic Entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit.

 

Conditionality

 

The Firm Placing and the Open Offer are to be conditional, among other things, upon the following:

·      the passing, without amendment, of the Resolutions at the General Meeting;

·      Admission occurring by no later than 8.00 a.m. on 19 October 2017 (or such later time and/or date as may be agreed between the Company and Investec, being no later than 8.00 a.m. on 31 October 2017); and

·      the Firm Placing and Open Offer Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.

If the conditions set out above are not satisfied or waived (where capable of waiver), the Firm Placing and the Open Offer will lapse; and

 

(a)     the Firm Placed Shares will not be issued and all monies received from investors in respect of the Firm Placed Shares will be returned to them (at the investors' risk and without interest) as soon as possible thereafter; and

 

(b)     any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

 

Application for Admission

 

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 19 October 2017 (or such later time and/or date as may be agreed between the Company and Investec, being no later than 8.00 a.m. on 31 October 2017). No temporary document of title will be issued.

 

The New Ordinary Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of the Circular and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

 

 

 

Effect of the Firm Placing and the Open Offer

 

Upon completion of the Firm Placing and the Open Offer, the New Ordinary Shares will represent approximately 22.7 per cent. of the Enlarged Share Capital (assuming the Open Offer is subscribed in full).

General Meeting and Circular to Shareholders

A General Meeting of the Company is to be held at 11.15 a.m. on 18 October 2017, or as soon thereafter as the AGM convened for 11.00 a.m. on that day has concluded, at the offices of Tavistock Communications, 1 Cornhill, London EC3V 3ND. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions in order to approve the Firm Placing and the Open Offer.

 

A summary and explanation of the Resolutions will be set out in the Circular to be sent out shortly.

 

Intentions of the Directors and certain major Shareholders in relation to the Firm Placing

The following participants intend to subscribe for an aggregate of 5,879,860 Firm Placed Shares as set out below:

Participant

Number of Firm Placed Shares

Dr Graham Cooley

75,000

Peter Hargreaves

5,713,150

Sir Roger Bone

66,710

Robert Pendlebury

25,000

The Directors do not intend to subscribe for any Open Offer Shares. Accordingly Excess Shares will be available for other Qualifying Shareholders under the Excess Application Facility.

Directors' interests

The interests (all of which are beneficial unless stated otherwise) of the Directors and their immediate families and of persons connected with them (within the meaning of Section 252 of the Act) in the Existing Issued Share Capital and the existence of which is known to, or could with reasonable due diligence be ascertained by, any Director as at the Latest Practicable Date and as they are so expected to be upon Admission (assuming full take-up under the Open Offer) are as follows:

 

 

At the Latest Practicable Date

On Admission

Name

Number of Ordinary Shares

Percentage of Existing Issued Share Capital

Number of Ordinary Shares

Percentage of Enlarged Share Capital

Robert Putnam

27,129

0.01%

27,129

0.01%

Dr. Graham Cooley

987,726

0.39%

1,062,726

0.33%

Dr. Simon Bourne

326,830

0.13%

326,830

0.10%

Rachel Smith

80,886

0.03%

80,886

0.02%

Lord Roger Freeman

5,000

0.00%

5,000

0.00%

Peter Hargreaves

22,908,643

9.14%

28,621,793

8.83%

Sir Roger Bone

67,000

0.03%

133,710

0.04%

Robert Pendlebury1

12,269

0.00%

37,269

0.01%

 

1  At the Latest Practicable Date, Robert Pendlebury holds 12,269 Ordinary Shares. Robert Pendlebury represents J.C.B. Research (which at the Latest Practicable Date held 30,970,365 Ordinary Shares) on the Board.

Irrevocable voting commitments from certain Directors

Directors, who in aggregate hold 24,415,483 Existing Ordinary Shares, representing approximately 9.7 per cent. of the Existing Issued Share Capital, have irrevocably undertaken to vote (and where such Existing Ordinary Shares are registered in the name of any other persons have irrevocably undertaken to use reasonable endeavours to procure that those persons will vote) in favour of the Resolutions at the General Meeting.

Related party transactions

J.C.B. Research and Peter Hargreaves intend to participate in the Firm Placing.

 

Accordingly, J.C.B. Research and Peter Hargreaves are considered as related parties of the Company and their participation in the Firm Placing is considered a "related party transaction" under the AIM Rules for Companies.

 

The Directors (other than Robert Pendlebury and Peter Hargreaves) consider, having consulted with the Company's Nominated Adviser, Investec, that the terms of participation for J.C.B. Research and Peter Hargreaves in the Firm Placing are fair and reasonable in so far as its Shareholders are concerned.

Recommendation and voting intentions

The Directors believe that the Firm Placing and the Open Offer are in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they and Shareholders connected with them intend to do so in respect of their aggregate beneficial holdings of the Existing Issued Share Capital.

Enquiries:

ITM Power                                                                                                  +44 (0)114 244 5111
Graham Cooley, CEO

Investec Bank plc (Nominated Adviser and Broker)                                   +44 (0)20 7597 5970
Jeremy Ellis / Chris Sim / Jonathan Wynn / Robert Baker

Tavistock (Financial PR and IR)                                                                 +44 (0)20 7920 3150
Simon Hudson / James Collins

 

Important information

This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, into the United States, Australia, Canada, Japan, Jersey or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or other securities in the United States (including its territories and possessions, any state of the United States and the District of Colombia (the United States or US)), Australia, Canada, Japan, Jersey or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Firm Placing and Open Offer and the distribution of this announcement and other information in connection with the Firm Placing and Open Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

In particular, the securities of the Company (including the Firm Placed Shares and Open Offer Shares) have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Firm Placed Shares and Open Offer Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Firm Placed Shares and Open Offer Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Firm Placing and Open Offer or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as Nominated Adviser, Financial Adviser and Broker to the Company in respect of the Firm Placing. Investec is acting for the Company and for no-one else in connection with the Firm Placing, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Firm Placing or any other matters referred to herein and apart from the responsibilities and liabilities (if any) imposed on Investec, as the case may be, by Financial Services and Markets Act 2000 (as amended) (FSMA), any liability therefore is expressly disclaimed. Any other person in receipt of this Circular should seek their own independent legal, investment and tax advice as they see fit.

Forward-looking statements

Certain information contained in this announcement constitute forward looking information. This information relates to future events or occurrences or the Company's future performance. All information other than information of historical fact is forward looking information. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "predict" and "potential" and similar expressions are intended to identify forward looking information. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking information. No assurance can be given that this information will prove to be correct and such forward looking information included in this announcement should not be relied upon. Forward-looking information speaks only as of the date of this announcement.

The forward looking information included in this announcement is expressly qualified by this cautionary statement and is made as of the date of this announcement. The Company does not undertake any obligation to publicly update or revise any forward looking information except as required by applicable securities laws.

 

Definitions

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

Admission                                                  admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules;

AGM                                                           the annual general meeting of the Company to be held at the offices of Tavistock Communications, 1 Cornhill, London EC3V 3ND on 18 October 2017 at 11.00 a.m.;

AIM                                                            the AIM market operated by the London Stock Exchange;

AIM Rules                                                  the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as the context may require);

AIM Rules for Companies                          the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by the London Stock Exchange from time to time;

AIM Rules for Nominated Advisers             the rules of AIM as set out in the publication entitled 'AIM Rules for Nominated Advisers' published by the London Stock Exchange from time to time;

Application Form                                       the application form accompanying the Circular to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer;

Basic Entitlement                                       the Open Offer Shares which a Qualifying Shareholder is entitled to subscribe for under the Open Offer calculated on the basis of 1 Open Offer Share for every 23 Existing Ordinary Shares held by that Qualifying Shareholder as at the Record Date;

Board or Directors                                      the board of directors of the Company for the time being;

certificated or in certificated form              the description of a share or other security which is not in uncertificated form (that is not in CREST);

Circular                                                      the Circular intended to be posted to Shareholders on or about 29 September 2017;

Closing Price                                             the closing middle market quotation of an Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;

Company or ITM Power plc                        ITM Power plc, a company incorporated in England and Wales with registered number 5059407 and having its registered office at 22 Atlas Way, Sheffield, S4 7QQ;

CREST                                                       the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);

Enlarged Share Capital                             the issued share capital of the Company immediately following Admission, assuming (save for the purposes of calculating the 29.9 per cent. Aggregate Limit) the maximum number of Open Offer Shares are allotted;

Euroclear                                                   Euroclear UK & Ireland Limited;

Excess Applications                                   applications pursuant to the Excess Application Facility;

Excess Application Facility                        the mechanism whereby a Qualifying Shareholder, who has taken up his Basic Entitlement in full, can apply for Excess Shares up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit, as more fully set out in Part II of the Circular;

Excess CREST Open Offer Entitlements     in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions of the Circular;

Excess Shares                                           Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlement and which are offered to Qualifying Shareholders under the Excess Application Facility;

Existing Issued Share Capital                    the issued share capital of the Company as at the Latest    Practicable Date;

Existing Ordinary Shares                           the 250,613,176 Ordinary Shares in issue as at the Record Date;

FCA                                                            the UK Financial Conduct Authority;

Firm Placees                                             the persons who have conditionally agreed to subscribe for the Firm Placed Shares;

Firm Placed Shares                                   the 62,500,000 New Ordinary Shares intended to be issued by the Company under the Firm Placing;

Firm Placing                                              the proposed placing of the Firm Placed Shares with the Firm Placees pursuant to the Firm Placing and Open Offer Agreement;

Firm Placing and Open Offer                     the conditional agreement dated 29 September 2017 between the Agreement                                                                  Company and Investec Bank plc relating to the Firm Placing;

General Meeting or GM                              the general meeting of the Company, notice of which is set           out in Part V of the Circular, and including any                      adjournment(s) thereof;

Group or ITM Power                                   the Company and/or its subsidiary undertakings at the date          of the Circular (as defined in sections 1159 and 1160 of             the Act);

Investec or Investec Bank plc                     Investec Bank plc, a company incorporated in England and Wales with registered number 00489604 and having its registered office at 2 Gresham Street, London EC2V 7QP;

Issue Price                                                 40 pence per New Ordinary Share;

Latest Practicable Date                             means 5.00 p.m. on 28 September 2017, being the latest practicable date prior to publication of this announcement;

London Stock Exchange                            London Stock Exchange plc;

Money Laundering Regulations                 Money Laundering Regulations 2007 (as amended);

New Ordinary Shares                                up to 73,396,225 new Ordinary Shares proposed to be issued by the Company pursuant to the Firm Placing and the Open Offer;

Open Offer                                                 the proposed conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and in the case of the Qualifying Non-CREST Shareholders only, the Application Form;

Open Offer Entitlements                            an entitlement to subscribe for Open Offer Shares, allocated to a Qualifying Shareholder under the Open Offer (and, for the avoidance of doubt, references to Open Offer Entitlements include Basic Entitlements and Excess CREST Open Offer Entitlements);

Open Offer Shares                                     the 10,896,225 New Ordinary Shares proposed to be offered to Qualifying Shareholders under the Open Offer;

Overseas Shareholders                             Shareholders with registered addresses outside the UK or   who are citizens of, incorporated in, registered in or                     otherwise resident in, countries outside the UK;

Ordinary Shares                                        ordinary shares of 5 pence each in the capital of the Company;

Qualifying CREST Shareholders                Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form;

Qualifying Non-CREST Shareholders         Qualifying Shareholders whose Existing Ordinary Shares on         the register of members of the Company on the Record        Date are held in certificated form;

Qualifying Shareholders                            holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception (subject to certain exceptions) of Excluded Overseas Shareholders;

Record Date                                               5.00 p.m. on 27 September 2017;

Resolutions                                                the resolutions to be proposed at the General Meeting which are set out in full in the Notice of General Meeting;

Shareholders                                             holders of Existing Ordinary Shares;

 

uncertificated                                            recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

UK or United Kingdom                               the United Kingdom of England, Scotland, Wales and                   Northern Ireland;

US or United States                                    the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;

US Securities Act                                       the US Securities Act of 1933 (as amended);

USE                                                            unmatched stock event;

£ or sterling                                                pounds sterling, the legal currency of the United Kingdom; and

29.9 per cent. Aggregate Limit                   the restriction on the number of Open Offer Shares that each Qualifying Shareholder may receive under the Open Offer on the basis that no Qualifying Shareholder shall be entitled to receive in excess of such number of Open Offer Shares as would bring its aggregate interest in the Company to more than 29.9 per cent. of the Enlarged Share Capital.


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