Proposed Equity Fundraising and Retail Offer

Cambridge Cognition Holdings PLC

23 June 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT INFORMATION SECTION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CAMBRIDGE COGNITION HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER 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 CAMBRIDGE COGNITION HOLDINGS PLC.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING. THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX I OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

23 June 2026

Cambridge Cognition Holdings Plc

("Cambridge Cognition", the "Company" or the "Group")

Proposed Equity Fundraising to raise a minimum of £2.5 million

 Retail Offer to raise up to £0.5 million

Notice of General Meeting

Cambridge Cognition Holdings plc (AIM: COG), the neuroscience technology company whose digital cognitive assessments drive scientific discovery, accelerate drug development and improve patient care, today announces its intention to raise gross proceeds of a minimum of £2.5 million through a placing to existing institutional investors (the "Placing") and a subscription by certain investors (the "Subscription"), in each case at a price of 35.0 pence per new ordinary share (the "Issue Price").

The Placing is expected to raise a minimum of £1.5 million (before expenses) through the issue of new Ordinary Shares ("Placing Shares"). The Placing will be conducted by way of an accelerated bookbuild process (the "ABB"), which will be launched immediately following this announcement. The final number of Placing Shares to be issued at the Issue Price will be determined at the close of the ABB. The Placing is being undertaken by Cavendish Capital Markets Limited ("Cavendish") and Singer Capital Markets Securities Limited ("Singer") as joint bookrunners to the Placing.

The Company proposes to raise approximately £1.0 million (before expenses) by way of a proposed subscription, comprising the issue of 2,766,900 new Ordinary Shares ("Subscription Shares") at the Issue Price, to certain existing shareholders and certain Directors and senior managers of the Company.

In addition, the Company intends to provide existing retail shareholders with the opportunity to participate in the equity raise via a separate retail offer through the BookBuild platform (the "Retail Offer") to raise up to £0.5 million (before expenses) at the Issue Price, through the issue of up to 1,428,571 new Ordinary Shares ("Retail Offer Shares" and together with the Placing Shares and the Subscription Shares, the "New Shares"). The Retail Offer is being conducted alongside, but separately from, the Placing and Subscription (the Placing, Subscription and Retail Offer together, the "Equity Fundraising"). Completion of the Retail Offer is conditional, inter alia, on completion of the Placing and the Subscription. The Retail Offer is expected to close at 4.30 p.m. on 29 June 2026. A separate announcement will be made shortly with further details of the Retail Offer.

2026 has started well and the Company already has visibility over £10m of revenue and continues to trade in line with market expectations* for the year ending 2026 prior to publication of this announcement, with the targeted investments (as described below) significantly increasing the cost base, and therefore losses, over the next two years.   The Directors expect to see the benefits of the three investment programmes feed through to additional revenue growth beyond existing plans from 2028. 

The Equity Fundraising is conditional, inter alia, on the passing of the necessary shareholder resolutions at a general meeting of the Company and admission of the relevant new ordinary shares to trading on AIM. The general meeting is expected to be held at 10.00 a.m. on 10 July 2026 (the "General Meeting") and Admission of the New Shares is expected to take place at 8.00 a.m. on 13 July 2026, subject to the passing of the resolutions.

Transaction Highlights

·      Cambridge Cognition is proposing to raise gross proceeds of a minimum of £2.5 million through an Equity Fundraising comprising a Placing and a Subscription.

·      The Placing is expected to raise a minimum of £1.5 million (before expenses) through the issue of the Placing Shares.

·      The Placing is being conducted by way of an ABB to be launched immediately following this Announcement.

·      Certain existing shareholders, including the directors of the Company, intend to participate in the Subscription and conditionally subscribe for 2,766,900 Subscription Shares raising approximately £1.0 million in aggregate at the Issue Price.

·      The Company also intends to undertake a Retail Offer via the BookBuild platform to raise up to £0.5 million (before expenses).

·      The Issue Price of 35.0 pence per New Share does not represent a discount. to the closing middle market price of 35.0 pence per ordinary share on 22 June 2026, being the latest practicable date prior to this Announcement.

·      Completion of the Equity Fundraising is conditional, inter alia, on shareholder approval at the General Meeting and Admission of the relevant New Shares to trading on AIM.

·      The final number and allocation of Placing Shares will be determined by Cavendish and Singer in agreement with the Company, and the results of the Placing will be announced following completion of the ABB.

The Directors intend to use the net proceeds of the Equity Fundraising, inclusive of any proceeds from the Retail Offer, to support the next phase of the Company's development, focused on expanding adoption of its digital cognitive assessment platform within healthcare and clinical settings and progressing towards a more scalable, commercially focused business model.

In particular, the proceeds will be applied to:

·      the progression of key regulatory approvals, including CE marking in Europe and FDA 510(k) clearance in the United States, to facilitate broader adoption within clinical and healthcare settings and expansion into international markets;

·      the development of paediatric normative data sets to support validation of the Company's products across paediatric and adolescent populations, enabling deployment within clinical diagnostic pathways, including ADHD, and supporting engagement with healthcare providers; and

·      investment in the continued enhancement of the Group's platform, including the development of automated speech recognition capabilities within its Winterlight business, to improve efficiency, reduce reliance on manual processes and support increased volumes of activity.

Taken together, the Directors believe these initiatives will strengthen the Company's position within healthcare and clinical markets, support the scaling of its commercial activities and enhance the visibility and repeatability of revenues over time, while also strengthening the Company's balance sheet and providing appropriate working capital for its continued development.

The Company will shortly publish and post a circular to shareholders (the "Circular"), containing further details of the Equity Fundraising and a notice convening the General Meeting to, inter alia, approve the resolutions required to implement the Equity Fundraising. The Circular is expected to be published and despatched to shareholders on or around 24 June 2026. Set out below in Appendix I is an adapted extract from the Circular proposed to be sent to shareholders following the close of the ABB. Following its publication, the Circular will be available on the Company's website at https://cambridgecognition.com/.

Defined terms in this Announcement are set out in Appendix I of this Announcement.

Rob Baker, Chief Executive Officer of Cambridge Cognition Holdings, said:

"The Company commenced a programme of strategic and commercial change in 2024. During 2025, this delivered a return to growth in new sales orders and a stronger order book. The Company also announced its intention to enter the professional healthcare and consumer health and wellness markets and has since secured its first commercial agreements in these sectors.

Following a review of development and investment priorities, we identified a number of targeted investment opportunities to broaden the Company's offering and support future growth.  We are excited that this fundraising will now allow us to pursue these programmes to deliver shareholder value."

 *consensus forecasts for prior to publication of this announcement (i) for the year ending 31 December 2026 are revenues of £11.4m and an EBITDA loss of £0.1m. Consensus forecasts are stated before the Company invests the proceeds of the Equity Fundraising.  The three targeted investments, as detailed above are expected to significantly increase costs, and therefore losses, over the next two years.

ENQUIRIES

Cambridge Cognition Holdings plc Rob Baker, Chief Executive Officer Ronald Openshaw, Chief Financial Officer	Tel: [phone] [e-mail]
Cavendish Capital Markets Limited (NOMAD and Joint Broker) Geoff Nash / Elysia Bough / Joe Smith Harriet Ward Nigel Birks	Tel: [phone] Corporate Finance Corporate Broking LS Specialist Sales
Singer Capital Markets Securities Limited (Joint Broker) Amber Higgs / James Serjeant / Daniel Ingram	Tel: [phone]

NOTES TO EDITORS

ABOUT CAMBRIDGE COGNITION

Cambridge Cognition is a neuroscience technology company whose digital cognitive assessments support scientific discovery, accelerate drug development and improve patient care. 

The Company has developed a suite of touchscreen and voice-based cognitive assessments delivered under the CANTAB and Winterlight brands.  These assessments are designed to:

•          require minimal specialist administration

•          deliver objective results in real time or shortly after completion

•          reduce administrator bias

•          support longitudinal monitoring of cognitive function

Assessment results can be presented in formats appropriate for both consumers in home-use settings and healthcare professionals in clinical or research environments.  

CANTAB Pathway™ is Cambridge Cognition's latest scalable cognitive assessment solution, structured as an escalating series of tasks for use in consumer and healthcare settings:

•     CANTAB One - a brief assessment of overall cognitive function

•     CANTAB Insight™ - a three-task battery providing deeper insight across five cognitive sub-domains

•     CANTAB Plus - specialist disease-specific modules for use by appropriately qualified healthcare professionals, covering indications including Parkinson's disease, ADHD, multiple sclerosis, Huntington's disease, schizophrenia, depression, and Alzheimer's disease and related dementias

For further information, visit: www.cambridgecognition.com 

APPENDIX I - EXTRACT FROM THE CIRCULAR

2.   CAMBRIDGE COGNITION

TECHNOLOGY & BUSINESS MODEL

Cambridge Cognition is a neuroscience technology company whose digital cognitive assessments support scientific discovery, accelerate drug development and improve patient care. 

The Company has developed and markets a suite of 43 touch-screen and voice-based digital cognitive assessments delivered under the CANTAB and WINTERLIGHT brands respectively.  These assessments collectively measure function across an individual's major cognitive domains and are designed to: 

·      deliver objective results in real time or shortly after completion; 

·      require minimal specialist administration; 

·      reduce administrator bias; and 

·      support longitudinal monitoring of cognitive function. 

Cambridge Cognition's assessments are applicable to four market segments:

Academic Research - researchers at universities and academic institutes use the CANTAB assessments to investigate human brain health in their individual specialties.  The output of their work is usually the publication of peer-reviewed papers published in academic journals.  The Directors believe these papers demonstrate the value that Cambridge Cognition's assessments bring to the research, medical and drug development communities.  These assessments are delivered using a "software as a service" model ("SaaS").

Clinical Studies: pharmaceutical companies conducting clinical studies use the Company's cognitive assessments to understand a patient's brain health during the study to analyse efficacy and / or safety of the study drug.  These assessments are delivered under a contract service model.

Professional Healthcare: in 2025, the Company made a strategic decision to address the professional healthcare market providing its digital cognitive assessments via SaaS delivery. The Company's assessments can be delivered via an API into a healthcare provider's environment to allow these to be used by physicians as part of their patient assessment.  This is being delivered using CANTAB Pathway™ solution. This is to address the limitations of pen-and-paper cognitive assessments.  The Directors believe that broad adoption could transform patient healthcare pathways: reducing time required to undertake assessments; and allowing the physician and patient to receive results and discuss them within the same consultation. The Directors believe healthcare provider organisations could then benefit from higher testing rates, reduced waiting lists and the ability to provide patients with ongoing monitoring of cognitive performance.

Consumer Health & Wellness: with advances in technology, individuals have greater access to a range of products and services to allow them to understand and manage their health and wellness.  The Company's digital cognitive assessments can be delivered via SaaS through partners platforms to allow individuals to understand their brain health more effectively, and combine it with other physiological data or reported outcomes to generate personalised insights.  This will allow individuals to adapt their behaviour to improve their brain health and potentially identify concerns and seek professional medical support earlier. 

COMMERCIAL PROGRESS

Cambridge Cognition commenced a period of change in 2024 both in leadership and in its commercial capability.  This resulted in significantly improved results for the last financial year.

In 2025, the Company's prime objective was to reverse the decline in sales orders. This was conclusively achieved and total new sales orders were £12.8m, up 73% on the prior year (2024: £7.4m).  This improvement was achieved by changes in the Commercial team and focusing on actual and potential clients which could represent key accounts and have (i) a sustained commitment to central nervous system ('CNS') disorders, (ii) deep R&D and drug development pipelines and (iii) the financial resources to fund multiple studies and programmes.

The Company also sought to deliver against the strategy in Professional Healthcare and Consumer Health and Wellness.  This led to the launch of CANTAB Pathway™, a scalable cognitive assessment solution, structured as an escalating series of tasks for use in consumer and healthcare settings:  

·      CANTAB One - a brief assessment of overall cognitive function;

·      CANTAB Insight™ - a three-task battery providing deeper insight across five cognitive sub-domains; 

·      CANTAB Plus - specialist disease-specific modules for use by appropriately qualified healthcare professionals, covering indications including Parkinson's disease, ADHD, multiple sclerosis, Huntington's disease, schizophrenia, depression, and Alzheimer's disease and related dementias 

The Directors believe the execution of this strategy in Professional Healthcare and Consumer Health and Wellness is delivering encouraging initial results, having entered into the following agreements.

·      An agreement with a major private European healthcare group for the use of CANTAB Pathway™ to provide their physicians with the ability to regularly assess patients' on-going cognitive function and mental health in a faster and more consistent manner, which commenced with a pilot study to determine the path to roll-out across the organisation;

·      An agreement with Ivory, a venture-backed company in India, exploring the ability to deploy CANTAB Pathway™ in both the professional healthcare and the consumer health & wellness markets; and

·      A collaboration with ŌURA, maker of the world's leading smart ring, on a new institutional review board (IRB)-approved brain health study involving up to 45,000 users. Conducted through Oura Labs, an experimental innovation platform within the Oura App, the study pairs Cambridge Cognition's scientifically validated digital cognitive assessments with Oura's continuous physiological data. This work explores how everyday patterns in rest, stress, and behaviour may relate to cognitive function and performance over time.

3.   PROPOSED INVESTMENT & USE OF PROCEEDS

All four channels to market are supported by a suite of 43 touch-screen and voice-based digital cognitive assessments and deployed via the Company's platform, Connect. These are based on the Company's expertise in neuroscience combined with excellence in developing and maintaining the software to deliver assessments in the form appropriate to the channel.  The Company's ongoing investment into its technology, together referred to as "research, development and maintenance", or "R&D&M", comprises:

·      scientific R&D focused on neuropsychology and the measurement of cognitive function;

·      novel software product development either for new assessments or expanding the features and performance of the existing assessments; and

·      software maintenance and development to ensure the tech stack remains secure and fit for purpose.

Over recent years, to address previous negative trends, the Company curtailed investment to reduce its cost base.  Recently this has focused on essential maintenance rather than product and service expansion.

Following the return to growth in Academic Research and Clinical Studies and based on the important first customer agreements in the Healthcare and Consumer market segments, the Directors have reviewed potential investments in its science and technology platforms. The Directors believe it is the appropriate time to raise funds to invest in product development to create and expand market opportunities.

The Directors intend to use the net proceeds of the Equity Fundraising for three major programmes, with the balance to be used as additional working capital for the business.

Investment	Timeline	Cost
CE Mark / FDA 510(k)	12 months	£500k
Paediatric Norms	18 months	£1,000k
Winterlight ASR	12 months	£500k

Expansion of CE Mark and FDA regulatory approval for CANTAB Pathway™

Approximately £0.5 million will be applied to support regulatory approval processes, including CE marking in Europe and FDA 510(k) clearance in the United States.

The Directors note that CE marking is an established regulatory pathway for the Company and that certain products within the CANTAB portfolio have already achieved this status. The proposed programme is expected to build on this existing foundation.  The objective is to achieve the CE Mark in Q1 2027 and FDA 510(k) designation in Q4 2027. The Directors consider these approvals to be an important step in enabling wider deployment of the Company's products within clinical and healthcare settings, particularly as adoption scales, and in supporting access to key international markets.

The Directors further believe that achieving these approvals will support entry into additional clinical pathways, underpin commercial engagement with healthcare providers, and facilitate increased participation in clinical and academic studies, supporting the continued growth of the Company's revenues.

Paediatric Normative Data Sets

Approximately £1.0 million will be applied to the development of paediatric normative data sets, supporting the validation and use of the Company's products with children and adolescents in healthcare and clinical settings

The programme is expected to establish normative data across paediatric and adolescent populations aged 6 to 18, based on a cohort of approximately 1,200 participants. The availability of such data is expected to enable deployment within paediatric and adolescent assessment, including in areas such as ADHD and other neurodevelopmental and mental health conditions. 

Based on early unsolicited approaches from potential users, the Directors believe there is a significant opportunity for CANTAB Pathway for the assessment of child and adolescent patients.

Automated Speech Recognition for Winterlight

Approximately £0.5 million will be applied to fund the development of automated speech recognition (ASR) capabilities within the Company's Winterlight voice-based digital cognitive assessments, enhancing the efficiency and scalability of its product offering.

Voice-based assessments currently require manual transcription prior to analysis within the Winterlight machine-learning algorithms.  By using ASR, this will significantly reduce analysis time from days to near real-time and will reduce transcription costs by multiple orders of magnitude. By delivering near real-time analysis, the Directors believe that this will enable the Company (i) to accelerate deployment within healthcare and clinical settings where delivery timescales are important, (ii) create a higher value product within Clinical Studies; and (iii) reduce the cost of delivery, opening Winterlight for use in the Academic Research segment.

4.   CURRENT & FUTURE INVESTMENT

Taken together, the Directors believe that these initiatives will enable the Company to expand its presence within healthcare and clinical markets, support the scaling of its commercial activities and enhance the visibility and durability of revenues over time.

The Equity Fundraising will provide capital to fund the programmes above.

The Equity Fundraising will also strengthen the Company's balance sheet and provide appropriate working capital to support its further growth as the Directors further scale the business. 

The initial investments will significantly increase the Research, Development and Maintenance (R&D&M) costs over the next two years.  However, the Directors expect to see the benefits of the investment programmes feed through to additional revenue growth beyond existing plans from 2028. 

"Adjusted EBITDA" is a fundamental KPI for the Company, however, "Adjusted EBITDA before R&D&M costs" will become a further critical component of performance management to ensure that the underlying commercial activities show growing revenues, earnings and cashflow. 

Once this period of investment is complete, the Directors intend to return to a sustainable level of investment which is measured as a percentage of "Adjusted EBITDA before R&D&M" to ensure the Company delivers overall positive earnings and cashflow at Adjusted EBITDA.

5.   DETAILS OF THE EQUITY FUNDRAISING

The Equity Fundraising is expected to, subject inter alia to the passing of the Resolutions at the General Meeting, raise gross proceeds of at least £3.0 million, assuming full take up of the Retail Offer.

None of the New Shares are being offered or sold in any jurisdiction, where it would be unlawful to do so. The Circular is not a prospectus and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any New Shares to be issued in connection with the Equity Fundraising.

A.   The Placing

Cavendish and Singer, in their respective capacities as agents for the Company, have conditionally agreed in the Placing Agreement to use reasonable endeavours to procure Placees for the Placing Shares at the Issue Price by way of an accelerated bookbuild process on and subject to the terms of the Placing Agreement. Placees who apply to subscribe for the Placing Shares will do so on the basis of the terms and conditions of the Placing set out in Appendix II to this Announcement. The Placing is not underwritten.

No commissions will be paid by or to Placees in respect of any Placing Shares.

The obligations of Cavendish and Singer under the Placing Agreement in respect of the Placing are conditional, inter alia, on:

(i)      the Resolutions having been passed without amendment at the General Meeting;

(ii)     the Placing Agreement becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission;

(iii)     the Subscription Letters becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with their terms prior to Admission; and

(iv)    Admission in relation to the Placing Shares and the Subscription Shares occurring by no later than 8.00 a.m. on 13 July 2026 (or such later time and date, being not later than 8.00 a.m. on 27 July 2026, as Cavendish, Singer and the Company may agree).

If any of the above conditions are not satisfied or waived (where capable of waiver), the Placing Shares will not be issued. The Placing and the Subscription are interconditional. However, the Placing and Subscription are not conditional upon the completion of the Retail Offer.

Further detail on the Placing Agreement is given in paragraph 6 below.

B.   The Subscription

Brett Gordon has indicated an intention to subscribe for 2,500,000 Subscription Shares at the Issue Price.

The following Directors have also indicated an intention to subscribe for Subscription Shares as detailed below:

Resultant holding

Director	Number of New Shares Subscribed for	Resultant holding post Admission	as a % of the Enlarged Share Capital
Rob Baker	11,500	29,852	0.05%
Ronald Openshaw	114,300	206,044	0.37%
Stuart Gall	28,600	134,050	0.24%
Jon Kempster	28,600	65,300	0.12%
Nick Rodgers	28,600	79,892	0.14%

All Subscribers will sign a Subscription Letter pursuant to which they will agree to subscribe for Subscription Shares at the Issue Price, conditional on, inter alia, passing of the Resolutions at the General Meeting and Admission occurring in respect of the Placing Shares and the Subscription Shares by 8.00 a.m. on the date of Admission (being 13 July 2026 or such later time and date as Cavendish, Singer and the Company may agree).

If the conditions for the Subscription are not satisfied or waived (where capable of waiver), the Subscription will lapse and the Subscription Shares will not be allotted and issued and no monies will be received by the Company from the Subscribers.

The Subscription is in respect of 2,766,900 Subscription Shares, expects to raise gross proceeds of approximately £1.0 million. The Subscription is not underwritten.

C.   The Retail Offer

The Company has separately agreed to use the Bookbuild Platform to undertake an intermediaries offer of Retail Offer Shares at the Issue Price, alongside the Placing, to existing retail Shareholders. The terms and conditions of the Retail Offer will be set out in an announcement to be made by the Company on 24 June 2026. Cavendish is acting as Retail Offer coordinator in relation to the Retail Offer.

The Retail Offer will, if taken up in full, result in the issue of 1,428,571 Retail Offer Shares, raising gross proceeds of up to £0.5 million, for the Company.

The Retail Offer will be conditional, inter alia, upon the Resolutions being passed at the General Meeting and Admission occurring.

The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

The Retail Offer will open to eligible existing retail Shareholders in the United Kingdom at 7.05 a.m. on 24 June 2026 via the following website: https://www.bookbuild.live/deals/4QDYXQ/authorised-intermediaries. The Retail Offer will close at 4.30 p.m. on 29 June 2026.

The Retail Offer will not be underwritten.

Existing retail Shareholders should make their own investigations into the merits of an investment in the Company. Nothing in this Circular amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Existing retail Shareholders should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

D.     Key investment risks

The Retail Offer may involve a significant degree of risk including loss of capital, rarity of dividends, lack of liquidity and potential for dilution and should only be done as part of a diversified portfolio. The value of an investment and the income from it could go down as well as up. The return of your investment is not guaranteed and you may get back less than you originally invested. Past performance is not an indicator of future performance. Suffering a loss on your investment is always a possibility. Capital is at risk.

The potential gains and losses that may arise from your investments will depend on your appetite for risk and how you manage your approach to risk. Investing all your money into one type of investment can be a high-risk strategy and concentrate risks to which you and that type of investment may be exposed. A managed approach to risk may be to diversify your investments you make across different companies' securities and different asset classes.

E.   Current Trading and Prospects

As detailed with the results announcement in April this year, 2025 saw Cambridge Cognition reverse previous negative trends to deliver new sales order growth and expansion across four market segments that strengthened the Company's position in clinical studies and academic research, while entering professional healthcare and consumer health & wellness markets.

2026 has started well and the Company already has visibility over £10m of revenue and continues to trade in line with market expectations for the year ending 2026 prior to publication of this announcement, with the targeted investments (as detailed previously) significantly increasing the cost base, and therefore losses, over the next two years. The Directors expect to see the benefits of the three investment programmes feed through to additional revenue growth beyond existing plans from 2028.

The Company expects to make a trading update in respect of the first six months of the year in late July.

F.    Proceeds of the Equity Fundraising

The issue of the Placing Shares is expected to raise gross proceeds of at least £1.5 million, the issue of the Subscription Shares is expected to raise aggregate gross proceeds of approximately £1.0 million, and the issue of the Retail Offer Shares is expected to raise aggregate gross proceeds of £0.5 million, assuming full take up of the Retail Offer. Therefore, the Equity Fundraising is expected to raise aggregate gross proceeds of at least £3.0 million, assuming full take up of the Retail Offer.

G.   Application for Admission

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. Subject to, amongst other things, passing of the Resolutions at the General Meeting, Admission is expected to take place and dealings in the New Shares are expected to commence at 8.00 a.m. on 13 July 2026 (or such later time and/or date as may be agreed between the Company, Cavendish and Singer, being no later than 8.00 a.m. on 27 July 2026). No temporary documents of title will be issued.

H.   Effect of the Equity Fundraising

The New Shares will, following Admission, rank pari passuin all respects with the Existing Ordinary Shares 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.

6.   THE PLACING AGREEMENT

Pursuant to the terms and subject to the conditions of the Placing Agreement, Cavendish and Singer, in their respective capacities as agents for the Company, have agreed to use reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Issue Price. The Placing Agreement is conditional upon, amongst other things, the conditions set out in paragraph 5(A) above.

The Company has agreed under the Placing Agreement to pay certain fees and commissions to both Cavendish and Singer.

The Placing Agreement contains customary warranties given by the Company in favour of Cavendish and Singer in relation to, amongst other things, the accuracy of the information in this Document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cavendish and Singer (and certain of their respective affiliates) in relation to certain liabilities which they may incur in respect of the Equity Fundraising.

Cavendish and Singer have the right to terminate their obligations under the Placing Agreement in certain circumstances prior to Admission. In particular, in the event of a breach of the warranties or if the Company breaches its obligations under the Placing Agreement, Cavendish and Singer may terminate their obligations in connection with the Equity Fundraising and the New Shares will not be issued. For the avoidance of doubt, the exercise of such termination rights by one of Cavendish or Singer does not require the other to do so, and if either Cavendish or Singer terminates its obligations under the Placing Agreement, the other may elect to continue.

 

8. GENERAL MEETING

The Board will seek the approval of Shareholders of the Resolutions at the General Meeting in order to carry out the Equity Fundraising.

The Directors, who in aggregate hold 0.65 per cent. of the Company's existing share capital, intend to vote in favour of all of the Resolutions at the General Meeting in respect of their own beneficial shareholdings.

The General Meeting of the Company, notice of which will be set out at the end of the Circular, is intended to be held at the offices of the Company at Tunbridge Court, Tunbridge Lane, Bottisham, Cambridge, CB25 9TU at 10.00 a.m. on 10 July 2026.

A summary and explanation of the Resolutions is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions to be contained in the Notice of General Meeting. The Resolutions will comprise:

Resolution 1 - an ordinary resolution to authorise the Directors to allot relevant securities for the purposes of section 551 of the CA 2006 up to an aggregate nominal amount pursuant to the Equity Fundraising.

Resolution 2 - a special resolution to authorise the Directors to allot equity securities for cash, pursuant to the authority conferred on them by Resolution 1, and to dis-apply statutory pre-emption rights in respect of the allotment of such shares, as if section 561 of the CA 2006 did not apply to such allotment, with such authority being limited to the allotment of the Placing Shares, the Subscription Shares and the Retail Offer Shares. This Resolution will be conditional upon the passing of Resolution 1.

The authorities and the powers described in Resolutions 1 and 2 will (unless previously revoked or varied by the Company in general meeting) will expire on the date which is three months from the passing of such Resolutions. The authority and the power described in Resolutions 1 and 2 will be in addition to any like authority or power previously conferred on the Directors.

The Issue Price was determined following the marketing exercise conducted by Cavendish and Singer, having regard to prevailing market conditions and investor demand.

10.  RECOMMENDATION

The Equity Fundraising will be conditional, inter alia, upon the passing of all of the Resolutions at the General Meeting. If the Resolutions are not passed at the General Meeting, the Equity Fundraising will not take place and the proceeds of the Equity Fundraising will not be received by the Company.

The Directors consider that the Equity Fundraising and the passing of the Resolutions 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 all of the Resolutions.

Those Directors who hold Ordinary Shares intend to vote in favour of all of the Resolutions at the General Meeting in respect of their beneficial holdings of an aggregate of 303,538 Ordinary Shares, representing approximately 0.65 per cent. of the Existing Ordinary Shares.

Yours faithfully,

Nick Rodgers

Chairman

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event                                                                                                                                        Date

Announcement of the Placing, the Subscription and the Retail Offer                                  23 June 2026

Posting and publication of this Document                                                                     24 June 2026

Latest time and date for receipt of bids for the Retail Offer on BookBuild                       4.30 p.m. on

29 June 2026

Announcement of the results of the Retail Offer                                                               30 June 2026

Latest time and date for receipt of proxy votes to be valid at the General                      10.00 a.m. on Meeting                8 July 2026

General Meeting                                                                                                        10.00 a.m. on

10 July 2026

Announcement of the result of the General Meeting                                                             10 July 2026

Admission and commencement of dealings in the Placing Shares, the                              8.00 a.m. on

Subscription Shares and the Retail Offer Shares                                                               13 July 2026

CREST accounts to be credited with the Placing Shares, the Subscription              as soon as possible Shares and the Retail Offer Shares to be held in uncertificated form                                                    on 13 July 2026 (subject to Admission)

Where applicable, expected date for despatch of share certificates for the      Within 10 Business Days Placing Shares, the Subscription Shares, and the Retail Offer Shares to                                                         of Admission be held in certificated form

Notes

1.     Each of the times and dates mentioned in this Announcement is subject to change by the Company (with the agreement of Cavendish and Singer), in which event details of the new times and dates will be notified to London Stock Exchange and the Company will make an appropriate announcement through a Regulatory Information Service.

2.     References to times in this Document are to London time unless otherwise stated.

3.     Certain of the events in the above timetable are conditional upon the approval of the Resolutions at the General Meeting.

4.     If you have questions on how to complete the Form of Proxy, please contact MUFG Corporate Markets via email at [e-mail] or on 0371 664 0391 if calling from the United Kingdom, or [phone] if calling from outside the United Kingdom. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

DEFINITIONS

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

"Admission"                                     the admission of the New Shares to trading on AIM becoming

effective by means of the issue by the London Stock Exchange of a dealing notice under Rule 6 of the AIM Rules

 "Admission Date"                              the date on which Admission occurs, anticipated to be on 13 July  2026

"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

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

"AIM"                                                the market of that name operated by the London Stock Exchange

"Announcement"                              this announcement, including the terms and conditions in Appendix II to this announcement

"Board" or "Directors"                        the board of directors of the Company

"BookBuild"                                      BB Technology Limited (company number 13508012) whose registered office is at Kinetic Business Centre, Theobald Street,

Elstree, Hertfordshire, WD6 4PJ

"BookBuild Platform"                       the online capital markets platform developed by BookBuild

"Business Day"                                   any day (excluding Saturdays and Sundays and public holidays in  England and Wales) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading

"Cavendish"                                      Cavendish Capital Markets Limited, in its capacity as the Company's

nominated adviser and separately as the Company's joint broker in relation to the Placing

"CCSS"                                             the CREST Courier and Sorting Service, established by Euroclear to facilitate, inter alia, the deposit and withdrawal of certificated securities

"certificated" or "in certificated form"

an Ordinary Share or other security recorded on a company's share register as being held in certificated form (that is not in CREST)

"Circular"                                          the circular to shareholders to be published by the Company on or about 24 June 2026incorporating (amongst other things) the Notice of General Meeting

"Company"                                       Cambridge Cognition Holdings plc, a public limited company incorporated in England and Wales under registered number 08211361 and whose registered office address is at Tunbridge Court, Tunbridge Lane, Bottisham, Cambridge, CB25 9TU

"CREST Manual"                               the compendium of documents entitled "CREST Manual" published

by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules (including CREST Rule 8), the CREST CCSS Operating Manual and the CREST Glossary of Terms

"CREST member"                             a person who has been admitted to CREST as a system member

                                                        (as defined in the CREST Regulations)

"CREST Regulations"                          the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as

                                                          amended from time to time)

"CREST sponsor"                             a CREST participant admitted to CREST as a CREST sponsor "CREST"    the relevant system (as defined in the CREST Regulations) which

enables title to units of relevant securities (as defined in the CREST

Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

"Disclosure, Guidance and Transparency Rules"

the disclosure, guidance and transparency rules made by the FCA under Part V of the FSMA from time to time

"Enlarged Share Capital"                  the entire issued share capital of the Company immediately following

Admission

"Equity Fundraising"                        together, the Placing, the Subscription and the Retail Offer

"EU Prospectus Regulation"             Prospectus Regulation (EU) 2017/1129

"Euroclear"                                       Euroclear UK & International Limited, the operator of CREST

"EUWA"                                            European Union (Withdrawal) Act 2018 (as amended)

"Existing Ordinary Shares"               the Ordinary Shares in issue prior to the Equity Fundraising, all of

which are admitted to trading on AIM

"FCA"                                               the United Kingdom Financial Conduct Authority

"Form of Proxy"                                the form of proxy for use by Shareholders in relation to the General Meeting

"FSMA"                                             the Financial Services and Markets Act 2000 of the United Kingdom, as amended

"General Meeting"                             the general meeting of the Shareholders of the Company proposed to be held

at the offices of the Company at 10.00 a.m. on 10 July 2026, and convened by the Notice of General Meeting

"Group"                                            the Company, its subsidiaries and subsidiary undertakings from time to time

"Issue Price"                                       35.0 pence per New Share

"Joint Bookrunners"                           Cavendish and Singer

"London Stock Exchange"                  London Stock Exchange plc

"New Shares"                                    together, the Placing Shares, the Subscription Shares and the Retail Offer Shares

"Notice of General Meeting"                the notice of General Meeting which is set out at the end of the Circular

"Official List"                                    the official list of the FCA

"Ordinary Shares"                             ordinary shares of 1.0 pence each in the capital of the Company "Placees"                                                        eligible investors procured by Cavendish and Singer to subscribe for

Placing Shares in the Placing

"Placing"                                          the conditional placing of the Placing Shares at the Issue Price by Cavendish and Singer as described in this Announcement

"Placing Agreement"                        the conditional placing agreement dated 23 June 2026 relating to

the Placing made among the Company, Cavendish and Singer

"Placing Shares"                              the new Ordinary Shares to be issued pursuant to the Placing "POATR"        the Public Offers and Admissions to Trading Regulations 2024 (SI

2024/105), as amended

"Registrar" or "MUFG Corporate Markets"

"Regulatory Information Service" or "RIS"

MUFG Corporate Markets (UK) Limited a private limited company incorporated in England and Wales under company number 02605568 and having its registered office at Central Square, 29 Wellington Street, Leeds, United Kingdom, LS1 4DL, the Company's registrar

a regulatory information service operated by the London Stock Exchange, as defined in the AIM Rules for Companies

"Relevant Member State"                  a member state of the European Economic Area

"Retail Offer"                                     proposed conditional retail offer to existing retail Shareholders via the BookBuild Platform to raise up to £0.5 million (before expenses) at the Issue Price

"Retail Offer Shares"                             up to 1,428,571 new Ordinary Shares to be made available pursuant to the terms of the Retail Offer

"Resolutions"                                   the resolutions to be proposed at the General Meeting and which will be set out in the Notice of General Meeting

"Restricted Jurisdiction"                   each and any of the United States, Australia, Canada, Japan or the Republic of South Africa

"Shareholders" and each individually a "Shareholder"

the holders of Ordinary Shares

"Singer"                                            Singer Capital Markets Securities Limited in its capacity as the Company's joint broker in relation to the Placing

"Subscribers"                                   Brett Sheradon Gordon and certain Directors and senior managers of the Company being the persons who have agreed to subscribe for the Subscription Shares pursuant to the Subscription

"Subscription"                                  the conditional subscription by the Subscribers for the Subscription Shares at the Issue Price in accordance with the Subscription Letter to raise approximately £1.0 million before expenses

"Subscription Letters"                      the conditional agreements to subscribe for the Subscription Shares

between each of the Subscribers and the Company

"Subscription Shares"                      the 2,766,900 new Ordinary Shares to be issued pursuant to the Subscription

"Terms and Conditions"                   the terms and conditions of the Placing as set out in Appendix II to this Announcement

"UK" or "United Kingdom"                 the United Kingdom of Great Britain and Northern Ireland

"uncertificated" or "in uncertificated form"

the description of a share or other security which is 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

"US" or "United States"                      the United States of America, its territories and possessions, any

state of the United States and the District of Columbia

All references in this Announcement to "£", "pence" or "p" are to the lawful currency of the United Kingdom. All references to time in this Announcement are to London, UK time.

Appendix II - TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THE  TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR INFORMATION ONLY AND 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 EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED INVESTORS") AND WHO ALSO (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) ARE OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY CAVENDISH CAPITAL MARKETS LIMITED ("CAVENDISH") AND/OR SINGER CAPITAL MARKETS SECURITIES LIMITED ("SINGER") (EACH A "JOINT BOOKRUNNER" AND TOGETHER THE "JOINT BOOKRUNNERS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE PLACING IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE  UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

The distribution of the Terms and Conditions and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates or Representatives that would permit a public offer of the Placing Shares or possession or distribution of the Terms and Conditions or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATRs, and also pursuant to an exemption from the requirement to produce a prospectus under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (the "PRM") and the EU Prospectus Regulation. In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

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 of the Placing or the accuracy or adequacy of these Terms and Conditions, this Announcement or the Circular. Any representation to the contrary is a criminal offence in the United States. This Announcement has not been reviewed or authorised by any regulatory authority in Hong Kong and will not be registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) 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, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such offer, sale, re-sale or delivery would be unlawful.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process which has determined that the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II (as defined below)); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (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, the Joint Bookrunners 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 an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook, or 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: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "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, the Joint Bookrunners 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 an assessment of suitability or appropriateness for the purposes of MiFID II, or a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

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

The Terms and Conditions should be read in their entirety. 

Introduction

These Terms and Conditions apply to persons making an offer to acquire Placing Shares under the Placing. Each Placee which confirms its agreement to a Joint Bookrunner to subscribe for Placing Shares under the Placing hereby agrees with the relevant Joint Bookrunner and the Company that it will be bound by these Terms and Conditions and will be deemed to have accepted them.

The Company and the Joint Bookrunners may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as they (in their absolute discretion) see fit and/or may require any such Placee to execute a separate placing letter.

By participating in the Placing, each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions, and to be irrevocably offering to participate and acquire Placing Shares on these Terms and Conditions. Such offer shall be deemed to be accepted, and a Placee shall become bound to acquire Placing Shares, when the relevant Joint Bookrunner confirms to such Placee its allocation of Placing Shares. Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price.

Each Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and the Joint Bookrunners that:

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

(ii)    in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a)  it is a UK Qualified Investor; and

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the POATRs:

(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 UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners 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 UK Qualified Investors, the offer of those Placing Shares to it is not treated under the POATRs as having been made to such persons; and

(iii)   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 an EU Qualified Investor; 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 EU Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners 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 EU 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; and

(iv)   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, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;

(v)   it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agrees to comply with the resale and transfer restrictions set out in these Terms and Conditions; and

(vi)   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 (ii) above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

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: (i) the FCA or; (ii) any competent authority of any Relevant Member State, in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of these Terms and Conditions (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company or any other person and none of the Joint Bookrunners, the Company nor any of their respective affiliates or Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. 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 or these Terms and Conditions to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners have entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint Bookrunners.

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

Application for admission to trading

Application(s) will be made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on AIM.

It is expected that Admission will take place on the Admission Date and that dealings in the Placing Shares, Subscription Shares and Retail Offer Shares on AIM will commence at the same time.

Bookbuild

The Joint Bookrunners will today commence an 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.

The Joint Bookrunners 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.         Cavendish and Singer are acting as the Company's joint bookrunners and joint brokers in relation to the Placing, as agents for and on behalf of the Company.

2.         Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their affiliates are entitled to participate in the Placing as principal.

3.         Following a successful completion of the Bookbuild, the Company will confirm the closing of the Placing via an announcement setting out the results of the Placing.

4.         To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Cavendish or Singer. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 8 below. The Joint Bookrunners reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be determined by the Joint Bookrunners, in agreement with the Company.

5.         The Bookbuild is expected to close no later than 12.00 p.m. on 24 June 2026 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners 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 the Joint Bookrunners) to vary the number of shares to be issued pursuant to the Placing, in its absolute discretion.

6.         Each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by the relevant Joint Bookrunner and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that Placee, in favour of the relevant Joint Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on these Terms and Conditions. Except with the consent of the relevant Joint Bookrunner, such commitment will not be capable of variation or revocation.

7.         The Placing Price is payable to the relevant Joint Bookrunner (as agent for the Company) by all Placees.

8.         Each Placee's allocation and whether such Placee participates in the Placing will be determined by the relevant Joint Bookrunner in agreement with the Company and will be confirmed by the relevant Joint Bookrunner.

9.         By participating in the Placing, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire.

10.        The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be determined by the Joint Bookrunners in agreement with the Company.

11.        Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

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

13.        All obligations under the Placing will be subject to fulfilment 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 "Termination of the Placing".

14.        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.

15.        To the fullest extent permissible by law and applicable FCA rules, neither:

(a)        the Joint Bookrunners;

(b)        any of their affiliates or Representatives; nor

(c)        to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of a Joint Bookrunner),

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Joint Bookrunners nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and settlement

By participating in the Placing, each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Joint Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Bookrunner.

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the relevant Joint Bookrunner and is expected to occur on the Admission Date.

However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the relevant Joint Bookrunner may agree that the Placing Shares (or any of them) should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for any of the Placing Shares, and to deliver any of the Placing Shares to any Placees, by such other means as they deem necessary if delivery or settlement to any Placee is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above prevailing base rate of Barclays Bank plc as determined by the Joint Bookrunners.

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

The obligations of the Joint Bookrunners under the Placing Agreement are, and the Placing of the Placing Shares is, conditional upon, inter alia:

(a)  the Resolutions having been passed without amendment by the required majority at the General Meeting;

(b)  the warranties and undertakings contained in the Placing Agreement ("Warranties") being true, accurate and not misleading when made on the date of the Placing Agreement and at all times during the period up to and including Admission as if repeated by reference to the facts and circumstances existing at all such times;

(c)  the Joint Bookrunners not having exercised their right to terminate the Placing Agreement; and

(d)  Admission in respect of the Placing Shares and the Subscription Shares having occurred not later than 8:00 a.m. on the Admission Date.

All conditions to the obligations of the Joint Bookrunners included in the Placing Agreement are together referred to in these Terms and Conditions as the "conditions".

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing (or such part of it as may then remain to be completed) will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof, save that once Admission has occurred, no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to Admission and/or the placing, allotment or issue of the Placing Shares.

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

The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing Agreement which are capable of waiver, in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions (including as regards the Placing Shares, the condition relating to Admission referred to in paragraph (d) above) may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

The Joint Bookrunners may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Joint Bookrunners nor any of their affiliates or Representatives nor the Company 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 any of them 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 (or any part thereof) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally (or any part thereof) and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Termination of the Placing

The Joint Bookrunners may, in their absolute discretion, by notice to the Company, terminate the PlacingAgreement at any time up to Admission if, inter alia:

(a)        any statement contained in this Announcement, the investor presentation relating to the Fundraising or the Circular (the "Placing Documents") has become untrue, incorrect or misleading or any matter has arisen which would, if the Placing were made at that time, constitute an omission therefrom;

(b)        any of the Warranties given by the Company was not at the date of the Placing Agreement true and accurate in any respect or by reference to the circumstances prevailing from time to time has ceased to be true and accurate;

(c)        a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company in the Placing Agreement;

(d)        the Company fails to comply with any of its obligations under the Placing Agreement or it commits a breach of the rules and regulations of the FCA and/or London Stock Exchange and/or the AIM Rules, FSMA, UK MAR or any other applicable law; or

(e)        in the opinion of the Joint Bookrunners there has been a material adverse change which is material in the context of the Company.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in these Terms and Conditions shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

Notwithstanding any other provision of the Placing Agreement, once Admission has occurred no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to Admission and/or the placing, allotment or issue of the Placing Shares.

By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners nor any of their respective affiliates or Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By agreeing with a Joint Bookrunner as agent of the Company to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and the relevant Joint Bookrunner, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that its rights and obligations in respect of the Placing (or any part of it) will terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it in any other circumstances.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and agrees (for itself and for any such prospective Placee) that (save where the relevant Joint Bookrunner expressly agrees in writing to the contrary):

1.         it has read and understood these Terms and Conditions in their entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that 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 Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2.         it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

(a)        is required under any applicable law; and

(b)        has been or will be prepared in connection with the Placing,

and, in particular, that the Subscription and Retail Offer referred to in this Announcement and the Circular relating thereto are separate from the Placing and do not form part of any offer or agreement concerning the Placing and/or any Placing Shares;

3.         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 Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK 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;

4.         it has made its own assessment of the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Joint Bookrunners nor the Company nor any of their respective affiliates or Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement and these Terms and Conditions or the Publicly Available Information; nor has it requested the Joint Bookrunners, the Company, any of their respective affiliates or Representatives to provide it with any such information;

5.         the Joint Bookrunners do not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book;

6.         neither the Joint Bookrunners nor any person acting on behalf of them nor any of their respective affiliates or Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in the Terms and Conditions excludes the liability of any person for any fraudulent misrepresentation made by that person;

7.        

(a)        the only information which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;

(b)        neither the Joint Bookrunners nor any of their affiliates or Representatives have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Placing Documents or the Publicly Available Information;

(c)        it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

(d)        it has not relied on any investigation that the Joint Bookrunners or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

8.         the content of this Announcement and the other Publicly Available Information as well as any information made available (in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") has been prepared by and is exclusively the responsibility of the Company and that neither the Joint Bookrunners nor any persons acting on their behalf is responsible for or has or shall have any liability for any such Information, representation, warranty or statement relating to the Company contained therein nor will they be liable for any Placee's decision to participate in the Placing based on any Information or any representation, warranty or statement contained therein or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;

9.         it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with these Terms and Conditions by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the relevant Joint Bookrunner determines;

10.        it and/or each person on whose behalf it is participating:

(a)        is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)        has fully observed such laws and regulations;

(c)        has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d)        has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in these Terms and Conditions) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

11.        in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the POATRs:

(a)        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 UK other than UK Qualified Investors or in circumstances in which the prior consent of the relevant Joint Bookrunner has not been given to the offer or resale; or

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

12.        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:

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

(b)        where Placing Shares have been acquired by it on behalf of persons in a Relevant Member State other than EU 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;

13.        it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or have an address in, or be subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

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

15.        it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

16.        it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

17.        it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or this Announcement or any part of them, 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;

18.        none of the Joint Bookrunners, their affiliates or Representatives is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and 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;

19.        it will make payment to the relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by the specified time (being the Admission Date), failing which the relevant Placing Shares may be placed with others on such terms as the relevant Joint Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in these Terms and Conditions) which may arise upon the sale of such Placee's Placing Shares on its behalf;

20.        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 the relevant Joint Bookrunner 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;

21.        no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners 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 such action for that purpose is required;

22.        the person who it specifies for registration as holder of the Placing Shares will be:

(a)        the Placee; or

(b)        a nominee of the Placee, as the case may be; 

23.        neither of the relevant Joint Bookrunner or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of the Placing Shares. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the relevant Joint Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the relevant Joint Bookrunner or transferred to a CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

24.        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 stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it, or the person specified by it for registration as holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

25.        it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

26.        as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company, save as previously disclosed to the relevant Joint Bookrunner;

27.        if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

28.        it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation or Part 1 of Schedule 1 of the POATR which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or contravene Regulation 12 of POATR;

29.        if it is within the United Kingdom, it is a UK Qualified Investor and if it is within a Relevant State, it is an EU Qualified Investor;

30.        it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither these Terms and Conditions nor the Announcement has been approved by the Joint Bookrunners in their capacity as authorised persons under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

32.        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, any person save in circumstances in which the express prior written consent of the relevant Joint Bookrunner has been given to the offer or resale;

33.        if it has received any inside information (for the purposes of the MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a)        dealt (or attempted to deal) in the securities of the Company;

(b)        encouraged, recommended or induced another person to deal in the securities of the Company; or

(c)        unlawfully disclosed such information to any person, prior to the information being made publicly available;

34.        neither of the Joint Bookrunners, the Company nor any of their respective affiliates or Representatives is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

35.        the Joint Bookrunners and their affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in this Announcement and/or these Terms and Conditions to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Joint Bookrunners and/or any of their affiliates acting as an investor for its or their own account(s). Neither of the Joint Bookrunners nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

36.        it:

(a)        has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;

(b)        is not a person:

(i)         with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(ii)         named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii)        subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(all such statutes, rules and regulations referred to in this paragraph 34 together, the "Regulations") and if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the relevant Joint Bookrunner such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the relevant Joint Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the relevant Joint Bookrunner may decide at its discretion;

37.        it acknowledges that:

(a)        the information that a prospective placee provides in documents in relation to the Placing or subsequently by whatever means which relates to the prospective placee (if they are an individual) or a third party individual ("Personal Data") will be held and processed by the Company (and any third party to whom it may delegate certain administrative functions in relation to the Company) in compliance with the relevant data protection legislation and regulatory requirements of the United Kingdom. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes:

(i)         verifying the identity of the prospective placee to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;

(ii)         contacting the prospective placee with information about products and services, or its affiliates, which may be of interest to the prospective placee;

(iii)        carrying out the business of the Company and the administering of interests in the Company;

(iv)        meeting with the legal, regulatory, reporting and/or financial obligations of the Company in England and Wales (and elsewhere as required); and

(v)        disclosing Personal Data to other functionaries of, or advisers to, the Company to operate and/or administer the Company's business;

(b)        where appropriate it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to:

(i)         disclose Personal Data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective placees; and

(ii)         transfer Personal Data outside the United Kingdom into countries or territories which do not offer the same level of protection for the rights and freedoms of prospective placees as the United Kingdom.

If the Company (or any third party, functionary or agent appointed by a member of the Company) discloses Personal Data to such a third party, agent and/or functionary and/or makes such a transfer of Personal Data, it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant Personal Data are disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such Personal Data; and

in providing such Personal Data, prospective placees will be deemed to have agreed to the processing of such Personal Data in the manner described above. Prospective placees are responsible for informing any third party individual to whom the Personal Data relates of the disclosure and use of such data in accordance with these provisions;

38.        in order to ensure compliance with the Regulations, the relevant Joint Bookrunner (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 the relevant Joint Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Joint Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the relevant Joint Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the relevant Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the relevant Joint Bookrunner 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;

39.        its commitment to acquire Placing Shares on the Terms and Conditions 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 the relevant Joint Bookrunner's conduct of the Placing;

40.        it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

41.        it irrevocably appoints any duly authorised officer of the relevant Joint Bookrunner 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 which it agrees to acquire upon these Terms and Conditions;

42.        the Company, the relevant Joint Bookrunner and others (including each of their respective affiliates and Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the relevant Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable;

43.        it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

44.        it agrees that the exercise by the Joint Bookrunners of any right of termination or any right of waiver exercisable by a Joint Bookrunner contained in the Placing Agreement or the exercise of any discretion thereunder is within the absolute discretion of a Joint Bookrunner and the Joint Bookrunners will not have any liability to it whatsoever in connection with any decision to exercise or not exercise any such rights;

45.        Placees will have no rights against the Joint Bookrunners, the Company or any of their respective affiliates or Representatives under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;

46.        time is of the essence as regards its obligations under these Terms and Conditions;

47.        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 the relevant Joint Bookrunner;

48.        the Placing Shares will be issued subject to these Terms and Conditions; and

49.        these Terms and Conditions and all documents into which these Terms and Conditions are incorporated by reference or of which they otherwise validly form a part and/or any agreements entered into pursuant to these Terms and Conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter 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 interest chargeable thereon) may be taken by the Company or the relevant Joint Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective affiliates or Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in these Terms and Conditions or incurred by the Joint Bookrunners, the Company or any of their respective affiliates or Representatives arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the relevant Joint Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the relevant Joint Bookrunner in the event that either of the Company and/or the relevant Joint Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable.

The Joint Bookrunners are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for the Company and no one else in connection with the Placing, and the Joint Bookrunners will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Placing or any other matters referred to in these Terms and Conditions.

Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

The provisions of these Terms and Conditions may be varied, waived or modified as regards specific Placees or on a general basis by the Joint Bookrunners provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company.

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 Placees' liability is joint and several.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners may (at their absolute discretion) satisfy their obligations to procure Placees by themselves agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with the relevant Joint Bookrunner 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 the 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 the relevant Joint Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In these Terms and Conditions any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in the Terms and Conditions are to London time, unless otherwise stated.

All times and dates and certain other information in these Terms and Conditions and in this Announcement may be subject to amendment and/or updating. Placees will be notified of any material changes.

No statement in this Announcement or these Terms and Conditions is intended to be a profit forecast or estimate, and no statement in this Announcement or these Terms and Conditions 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.

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

 

END