Proposed Capital Raising up to £6.0 million
Summary by AI BETAClose X
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES 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 PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CHAPEL DOWN GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. 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 CHAPEL DOWN GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
4 November 2026
Chapel Down Group plc
(“Chapel Down”, the “Company” or, together with its subsidiaries, the “Group”)
Proposed Capital Raising to raise up to £6.0 million
Introduction
Chapel Down Group plc (AIM: CDGP), England's leading winemaker, announces a proposed conditional placing of new ordinary shares of 5 pence each in the capital of the Company (the "Placing Shares") at a price of 43 pence per Placing Share (the "Placing Price") to raise gross proceeds of approximately £5.5 million (the "Placing"). In addition, the Company intends to make a separate offer of new ordinary shares to new and existing retail shareholders based in the United Kingdom to raise up to approximately £0.5 million (the "Retail Offer"), details of which will be announced separately.
Capital Raising highlights
· Placing to raise approximately £5.5 million (before fees and expenses; approximately £5.1 million net) through the issue of Placing Shares at the Placing Price, by way of an accelerated bookbuild (the "Accelerated Bookbuild");
· Retail Offer to raise up to approximately £0.5 million, to be announced separately, giving total gross proceeds of up to approximately £6.0 million (together with the Placing, the "Capital Raising");
· Net proceeds to fund a £4.5 million investment in a new soft pressing facility at the Company's Tenterden winery (the "Soft Pressing Project"), together with the additional working capital required to support the increased level of Traditional Method Sparkling (“TMS”) production resulting from the Soft Pressing Project;
· Soft Pressing Project to enable c.300,000 bottles of current annual production to be produced and sold as higher-margin TMS wine rather than, as current, lower-margin Still or Carbonated wine (targeting c.£2.0 million of incremental annual gross margin, which is expected to increase over time through higher average yields, inflation and improved product mix, with realisation building in increments from FY30), improve quality by cutting the harvest pressing window by 9 days (based on average yield), and allow higher-yield harvests to be processed in-house, reducing costs;
· The Soft Pressing Project is expected to be fully operational for the 2027 harvest and is targeting the delivery of an IRR of greater than 20%*;
· The Board believes that the Soft Pressing Project provides Chapel Down with the production capacity to achieve by 2033 its ambition of selling c. 2.5m bottles of TMS per annum, equivalent to a 1% share of global Champagne volumes, two years earlier than its previous target of 2035;
· Directors intend to participate in the Placing in an aggregate amount of £500,000;
· The Placing and the Retail Offer are not conditional upon the approval of the Company's shareholders ("Shareholders") and will be completed under existing authorities granted at the Company’s Annual General Meeting, held on 17 June 2026;
· The Placing Shares will rank pari passu in all respects with the Company's Existing Ordinary Shares; and
· The Placing is subject to the terms and conditions set out in Appendix I to this Announcement (which forms part of this Announcement).
* Key IRR assumptions: WACC 10.45%; terminal growth rate post FY35 of 3.5%; earnings include incremental EBITDA and incremental tax.
Background to and reasons for the Placing
Recent Performance
Chapel Down's core strategic focus is on TMS wines, which deliver a gross margin per bottle approximately four times that of its other wines, underpinning the Company’s continued drive to premiumise its product offering and brand. Chapel Down announced unaudited results for the six months ended 30 June 2026 on 23 September 2026, which demonstrated good progress against its growth strategy:
· Net sales of £9.4 million, up 19%, with wine sales up 18% and seven consecutive quarters of growth;
· Gross profit of £4.7 million, up 28%, with gross margin up 3.5 percentage points;
· TMS net sales revenue up 26%, with TMS representing 74% of wine sales (H1 2025: 70%);
· Net sales growth in every channel, with Off-Trade and On-Trade each up 18% and eCommerce up 12%, including over 3,800 new customers;
· International net sales up 66%, driven by the US through the Company's importer, Jackson Family Wines, with US distribution expanding from 11 to 31 states and a new listing in 250 Whole Foods stores;
· Chapel Down's share of the UK off-trade English Sparkling Wine category of 37% (H1 2025: 35%); and
· Operating cash flow improvement of £1.0 million versus H1 2025, with maturing stocks of £29.4 million (up £3.8 million), underpinning future growth.
The Company has made significant investment in its vineyards, with approximately 1,000 acres under vine (of which 897 acres were productive as at 30 June 2026), approximately 75% of which are on the chalk soils of the Kent North Downs, and new vineyards at Boxley Abbey (full production in 2026) and Buckwell (2027) coming into production. The Soft Pressing Project is an opportunity to optimise margin, quality and operational resilience from the Company's existing vineyard estate.
The Soft Pressing Project
The Soft Pressing Project, comprising an additional press (taking the total from four to five), tank capacity, automation, and associated infrastructure, is expected to increase annual TMS bottle production at Tenterden from 2.1 million to 2.4 million bottles on an average-yield harvest (3.4 tonnes per acre), with flexibility to produce up to 2.8 million bottles in higher-yield harvests, and to deliver three key benefits:
· Mix: in the current winery set-up in Tenterden, of the 700 litres of grape juice generated per tonne of TMS grapes, 550 litres is used by Chapel Down to make higher-margin TMS and the balance of 150 litres is used for Still and Carbonated wines. By increasing the volume per tonne of grape pressings available for TMS from 550 to 630 litres (+15%), the TMS share of Tenterden winemaking output would increase from 79% to 90% upon completion. This is expected to redirect approximately 300,000 bottles per year from lower-margin still and carbonated wines into TMS, which is estimated to capture an additional £2.0 million of gross margin a year from the same crop, expected to increase over time through average yield increasing, inflation and product mix, realised in increments from FY30 onwards;
· Quality: increasing throughput from 90 to 140 tonnes per day due to automation and an additional press would reduce the time required to press an average-yield harvest from 30 days to 21 days, thereby enhancing quality and increasing the proportion of fruit that could qualify for higher-margin vintage expressions; and
· Resilience: enabling the Company to process a higher-yield harvest in-house, rather than relying on third-party winemaking capacity (which is likely but not guaranteed to be available and is more expensive) in the event that such higher-yield would require more than 30 days' pressing time based on daily throughput.
Planning permission has been granted, design works are at an advanced stage and construction is expected to begin in Q4 2026, following the 2026 harvest, with estimated completion by July 2027. The Soft Pressing facility is expected to be operational for the 2027 harvest, with the first incremental TMS wines being produced from the new facility to be ready for sale from 2030.
The Board believes that the Soft Pressing Project provides Chapel Down with the production capacity to achieve by 2033 its ambition of selling c. 2.5m bottles of TMS per annum, equivalent to a 1% share of global Champagne volumes, two years earlier than its previous target of 2035.
At present, the Board expects capital expenditure requirements to be significantly lower from FY28 onwards as significant investments in vineyards and winery will have been completed. Approximately 25% of FY26 and 75% of FY27 capital expenditure requirements will be funded through the net proceeds from the Placing. Based on average yields, the Board expects the working capital requirement for the Company to be elevated in FY27 due to 119 acres of vineyards becoming productive, with a portion of the net proceeds of the Placing being used to fund approximately 20% of that year’s requirement. The Board expects net debt to peak in c. FY28 to FY29 (c.£0.3 million higher than would otherwise be the case as a result of the investment in the Soft Pressing facility); however, Debt/EBITDA will remain below 5x.
The Placing also gives the Board an opportunity to broaden and institutionalise the Company's shareholder register, with the Placing providing an opportunity for new institutional investors to participate.
Use of proceeds
The Company intends to use the gross proceeds of £5.5 million in the Placing as follows:
· approximately £4.5 million towards capital expenditure on the Soft Pressing Project (including an additional press, 10 x 50,000 litre tanks, press automation and efficiency equipment, construction, cooling, air and feeding systems, waste treatment and HSE measures, and contingency);
· approximately £0.6 million towards working capital, required to support increase in productive acreage and the increased level of TMS production resulting from the Soft Pressing Project; and
· approximately £0.4 million in respect of fees and expenses of the Capital Raising.
Funds raised will be held in the Company's revolving credit facility to reduce borrowing costs before being drawn down as required over the investment period. The Company expects that any funds raised pursuant to the Retail Offer will be used for additional working capital support.
Current trading and outlook
At its Interim Results, released on 23 September 2026, the Company announced that there had been continued growth momentum into Q3 2026. In addition, continued premiumisation into TMS and activation plans in place for Q4 2026 (including strong distribution gains already confirmed) led the Board to expect stronger gross profit for the full year, translating into an uplift of at least 10% in adjusted EBITDA compared to the market expectations at that time.
The Board is also pleased to announce the completion of a high-quality harvest of 2,706 tonnes (FY25: 2,882 tonnes), representing a yield of 3.0 tonnes per acre (FY25: 3.7 tonnes per acre). Chapel Down has access to 1,006 acres of vineyards of which 897 acres are fully productive, an increase of +51% productive vineyards since 2022. In line with the Board’s expectation, this year’s yield was 9% lower than the historic 5-year average yield of 3.3 tonnes per acre.
A late spring frost event in May caused modest damage to the limited areas affected. The warm, sunny growing season which followed supported a yield that was slightly above our historic 5-year average for the non-affected crops, however this only partially offset the lost crops due to frost. Approximately 2.5 million bottles of wine will be produced from this year’s harvest, with the largest proportion being Traditional Method Sparkling, our core strategic focus.
Details of the Placing and the Retail Offer
The Company is proposing to raise approximately £5.5 million (before expenses) by means of the Placing. Singer Capital Markets Securities Limited ("SCM Securities") is acting as sole bookrunner and broker in connection with the Placing and as Nominated Adviser to the Company.
The Placing will be effected by way of an accelerated bookbuild which will commence immediately following the release of this Announcement, in accordance with the terms and conditions set out in Appendix I. The number of Placing Shares to be issued at the Placing Price will be determined at the close of the Accelerated Bookbuild. The timing of the close of the Accelerated Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of SCM Securities, in consultation with the Company. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten.
The Placing is conditional upon, inter alia, the Placing Agreement between the Company and SCM Securities not having been terminated in accordance with its terms, and Admission becoming effective. The Placing is not conditional on Shareholder approval and the Placing Shares will be issued pursuant to the Company's existing authorities to allot shares and disapply pre-emption rights.
The Company values its retail shareholder base and, accordingly, intends to provide new and existing holders based in the United Kingdom with the opportunity to subscribe for New Ordinary Shares in the Company via the Retail Offer at the same price as the Placing Shares, to raise up to approximately £0.5 million. A separate announcement will be made shortly regarding the Retail Offer and its terms, including the platform(s) through which it will be made available. The Retail Offer is expected to open on or around 4 November 2026 and to close on 9 November 2026. The Retail Offer is conditional upon the Placing becoming unconditional and Admission occurring, but the Placing is not conditional upon the completion of the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing and this Announcement does not constitute an offer of securities to the public.
Director participation in the Placing
The Directors of the Company have indicated their intention to participate in the Placing for an aggregate of £500,000, as set out below. Further details will be set out in the announcement regarding the results of the Placing.
|
Director |
Existing Holding |
Existing Holding Percentage |
Placing Participation |
|
Lord Michael Spencer |
46,893,821* |
27.34% |
£200,000 |
|
Nigel Wray |
23,631,970** |
13.78% |
£200,000 |
|
Jamie Brooke |
493,806 |
0.29% |
£25,000 |
|
Simon Litherland |
55,581 |
0.03% |
£25,000 |
|
Samantha Wren |
135,552 |
0.08% |
£20,000 |
|
James Pennefather |
Nil |
0.00% |
£20,000 |
|
Louan Mouton |
Nil |
0.00% |
£10,000 |
|
TOTAL |
|
|
£500,000 |
*Lord Michael Spencer has a total beneficial interest of 46,893,821 shares, comprising 46,715,250 shares held by IPGL Limited and 178,571 shares held in his personal capacity.
** Nigel Wray has a beneficial holding of 2,436,399 shares and the remaining balance of 21,195,571 shares are held by family trusts whose beneficiaries are Nigel Wray's children.
Cornerstone participation
The Company has received an indicative commitment from two UK institutional investors to act as cornerstone investors in the Placing for up to £2.5 million.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). Settlement for the Placing Shares and Admission are expected to take place on or around 8.00 a.m. on 10 November 2026 or such later time and/or date as SCM Securities and the Company agree (being in any event no later than 8.00 a.m. on 30 November 2026). Admission of the shares to be issued pursuant to the Retail Offer is expected to take place on or around 8.00 a.m. on 13 November 2026.
The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Appendix I sets out further information relating to the terms and conditions of the Placing.
The person responsible for arranging the release of this Announcement on behalf of the Company is Louan Mouton, a director of the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Announcement of the launch of the Placing |
4 November 2026 |
|
Close of Accelerated Bookbuild |
4 November 2026 |
|
Announcement of the result of the Placing |
4 November 2026 |
|
Retail Offer opens |
On or around 4 November 2026 |
|
Retail Offer closes |
9 November 2026 |
|
Admission and commencement of dealings in the Placing Shares on AIM |
8.00 a.m. on 10 November 2026 |
|
Where applicable, expected date for crediting of the Placing Shares in uncertificated form to CREST accounts |
As soon as possible following Admission |
|
Admission and commencement of dealings in the Retail Offer shares on AIM |
8.00 a.m. on 13 November 2026 |
Contacts:
|
Chapel Down Group plc James Pennefather, Chief Executive Officer Louan Mouton, Chief Financial Officer |
015 8076 3033 |
|
Singer Capital Markets (Nominated Adviser, Sole Bookrunner and Broker) Alex Bond Shaun Dobson James Todd Anastassiya Eley |
020 7496 3000 |
|
H/Advisors (Financial PR) Sam Cartwright Jonathan Cook |
020 7379 5151 |
About Chapel Down:
Chapel Down (AIM: CDGP) is England's leading winemaker and the lighthouse brand of English wine, the world's newest international wine region. From its home in Kent in the heart of the Garden of England, Chapel Down produces a range of sparkling and still wines which consistently win prestigious international awards for their quality. Chapel Down has over 1,000 acres of vineyards, c.9% of the UK's total, of which 897 acres are fully productive.
Chapel Down's status as the most recognised English wine brand is supported by its partnerships with flagship sporting and cultural events including Ascot and The Boat Race. Chapel Down is the 'Official Sparkling Wine' of the England and Wales Cricket Board and 'Official English Sparkling Wine' for The Jockey Club and Royal Philharmonic Orchestra.
Chapel Down is listed on the London Stock Exchange's AIM and has over 10,000 retail investors who enjoy discounts on Chapel Down's wines, tours and tastings at the brand's home at Tenterden in Kent, which each year attracts c.50,000 visitors.
Chapel Down is strongly committed to growing its business in balance with the environment and sustainability is a strong, ongoing focus. The company is a founding member of Sustainable Wines of Great Britain and practises sustainable viticulture.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into 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.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States or elsewhere.
No action has been taken by the Company, SCM Securities or any of its affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs")) to be published.
Members of the public are not eligible to take part in the Placing. In member states of the European Economic Area (the "EEA"), this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of paragraph 15 of schedule 1 of the POATRs who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available only to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will be engaged in only with such persons. This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons.
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward‐looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and SCM Securities expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the FCA, the London Stock Exchange or applicable law or regulation.
SCM Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of SCM Securities (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of its affiliates and/or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of SCM Securities and/or any of its affiliates and/or by any of its Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by SCM Securities, and/or any of its affiliates and/or any of its Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefore is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation or the POATRS from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.
Appendix I to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix I to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix I to this Announcement. The Company intends to make a separate offer of new Ordinary Shares to retail investors in the United Kingdom (the "Retail Offer"), the terms and conditions of which will be set out in a separate announcement. The Retail Offer is not part of the Placing and is not governed by the terms and conditions set out in Appendix I. No public offering of Placing Shares is being or will be made. The Retail Offer is conditional on the Placing becoming unconditional and Admission occurring. Release of the Retail Offer launch announcement is a condition of the Placing, but completion of the Retail Offer and its outcome are not conditions of the Placing.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”); and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, SCM Securities will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, SCM Securities will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS “ANNOUNCEMENT”) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (“EEA”), PERSONS WHO ARE QUALIFIED INVESTORS (“QUALIFIED INVESTORS”), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE “POATRS”) WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONAL” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (B) TOGETHER BEING "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
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 WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE PLACING IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in Appendix II. The Company intends to make a separate offer of new Ordinary Shares to retail investors in the United Kingdom (the "Retail Offer"), details of which will be announced separately. The Retail Offer is a separate offer made on its own terms and conditions, which will be set out in that separate announcement and are not the terms and conditions set out in this Appendix. The Retail Offer is conditional upon the Placing becoming unconditional and Admission occurring. Release of the Retail Offer launch announcement is a condition of the Placing, but completion of the Retail Offer and its outcome are not conditions of the Placing. For the avoidance of doubt, Placing Shares are not Retail Offer Shares, and this Appendix does not govern participation in the Retail Offer.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, Australia, Canada, the Republic of South Africa, Japan (each a "Restricted Territory") or in any jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, the Republic of South Africa, Japan or elsewhere.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any Restricted Territory or in any jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by SCM Securities or any of its Affiliates, or any of its or their respective Representatives which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and SCM Securities to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares in the EEA and the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation and the POATRS from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any 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 this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or in any jurisdiction where such offer or sale is unlawful or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory or in any jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by SCM Securities or any of its Affiliates, nor any of its or their respective Representatives as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
SCM Securities is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
Neither the Company nor SCM Securities nor any of their respective Affiliates nor any of its or their respective Representatives makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given will be deemed (i) to have read and understood this Announcement, in its entirety and (ii) to be participating, making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
- it has read and understood this Announcement in its entirety (including the Appendices) and acknowledges that its participation in the Placing will be governed by the terms and conditions of the Placing as referred to and included in this Announcement (including the Appendices);
- if it is in any member state of the EEA it is a Qualified Investor and if it is in the United Kingdom it is a Relevant Person, and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
- it is subscribing for Placing Shares for its own account or is subscribing for 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, acknowledgments, undertakings and agreements contained in this Announcement;
- if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation or Regulation 7(4) of the POATRS (as applicable), (i) the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than to Qualified Investors, or persons in the United Kingdom other than to Relevant Persons, or in circumstances in which the prior consent of SCM Securities has been given to each proposed offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the Prospectus Regulation or the POATRS (as applicable) as having been made to such persons; and
- it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and are acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Accelerated Bookbuild
Following this Announcement, SCM Securities will commence an Accelerated Bookbuild in respect of the Placing to determine demand for participation in the Placing by Placees. The book will open with immediate effect following release of this Announcement. 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.
SCM Securities and the Company shall be entitled to effect the Placing by such alternative method to the Accelerated Bookbuild as they may, in their sole discretion, determine.
Details of the Placing Agreement and the Placing Shares
SCM Securities is acting as placing agent in connection with the Placing. SCM Securities has entered into a placing agreement (the “Placing Agreement”) with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, SCM Securities, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at 43 pence per Placing Share (the "Placing Price"). The number of Placing Shares will be determined following completion of the Accelerated Bookbuild and set out in a term sheet to be entered into between SCM Securities and the Company (the "Term Sheet"). In conducting the Placing, SCM Securities will consult with the Company regarding the process, identity of Placees and allocation strategy. The number of Placing Shares will be announced as soon as practicable after the close of the Accelerated Bookbuild and execution of the Term Sheet.
The total number of shares to be issued pursuant to the Placing shall not exceed 12,790,697 Ordinary Shares and will be issued pursuant to the Company’s existing shareholder authorities.
In accordance with the terms and subject to the conditions in the Placing Agreement, the Placing is not underwritten and in the event that subscribers are not obtained for all or any of the Placing Shares (being the “Unplaced Shares”) or in the event of a default to make payment by any subscribers procured by SCM Securities, there will be no obligation on SCM Securities to subscribe for any Unplaced Shares or defaulted Placing Shares.
The Placing Shares will, when issued, be subject to the 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 in the capital of the Company, 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.
Applications for admission to trading on AIM
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM (“Admission”).
It is expected that Admission will become effective at 8.00 a.m. on 10 November 2026 (or such later date as may be agreed in writing between the Company and SCM Securities, but in any event not later than 8.00 a.m. on 30 November 2026).
Participation in, and principal terms of, the Placing
- SCM Securities is acting as sole bookrunner on the Placing, as agent of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by SCM Securities to participate. SCM Securities and its Affiliates are entitled to enter bids as principal in the Accelerated Bookbuild.
- The Placing Price payable to SCM Securities by all Placees whose bids are successful is 43 pence per Placing Share. The Accelerated Bookbuild will establish the number of Placing Shares and the aggregate proceeds to be raised through the Placing, which will be recorded in the Term Sheet entered into between SCM Securities and the Company. The number of Placing Shares and aggregate proceeds will be announced on a Regulatory Information Service following completion of the Accelerated Bookbuild and execution of the Term Sheet.
- To bid in the Accelerated Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at SCM Securities. Each bid should state the number of Placing Shares which a Placee wishes to acquire at the Placing Price. Bids may be scaled down by SCM Securities on the basis referred to in paragraph 6 below. SCM Securities reserves the right not to accept bids or to accept bids in part rather than in whole.
- The Accelerated Bookbuild is expected to close no later than 7.00 a.m. (London time) on 5 November 2026 but may be closed earlier or later, at the discretion of SCM Securities and the Company. SCM Securities may, in agreement with the Company, accept bids that are received after the Accelerated Bookbuild has closed. The Company reserves the right (upon agreement of SCM Securities) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its discretion.
- Each Placee's allocation will be agreed between SCM Securities and the Company and will be confirmed to Placees orally or in writing by SCM Securities, acting as agent of the Company, following the close of the Accelerated Bookbuild, and a contract note will be dispatched as soon as possible thereafter. Subject to paragraph 6 below, SCM Securities' oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of SCM Securities and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the relevant Placing Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
- Subject to paragraphs 2 and 3 above, SCM Securities may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. SCM Securities may also, notwithstanding paragraphs 2 and 3 above, subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Accelerated Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of SCM Securities. If within a reasonable time after a request for verification of identity, SCM Securities has not received such satisfactory evidence, SCM Securities may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to SCM Securities will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited.
- The Placing Shares are being offered and sold by the Company outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act. The Placee and the prospective beneficial owner of the Placing Shares are, and at the time the Placing Shares are subscribed for will be, outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and pursuant to, Regulation S under the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States.
- A bid in the Accelerated Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with SCM Securities' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to SCM Securities (as agent of the Company), to pay 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 that such Placee has agreed to acquire. Such Placees' obligations will be owed to the Company and to SCM Securities. The Company shall allot such Placing Shares to each Placee following each Placee's payment to SCM Securities of such amount.
- Except as required by law or regulation, no press release or other announcement will be made by SCM Securities 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.
- 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 on the basis explained below under “Registration and Settlement”.
- All obligations under the Accelerated Bookbuild and 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”.
- By participating in the Accelerated Bookbuild, each Placee will agree 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.
- To the fullest extent permissible by law, neither SCM Securities, the Company nor any of their respective Affiliates shall have any responsibility or 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 SCM Securities, nor the Company, nor any of their respective Affiliates shall have any responsibility or liability (including, to the extent permissible by law, any fiduciary duties) in respect of SCM Securities' conduct of the Accelerated Bookbuild or of such alternative method of effecting the Placing as SCM Securities, its Affiliates and the Company may agree or determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. SCM Securities' obligations under the Placing Agreement are conditional on (but not limited to) the following:
- Admission taking place by not later than 8.00 a.m. (London time) on 10 November 2026 or such later date as the Company and SCM Securities may agree in writing but in any event not later than 8.00 a.m. on the Long Stop Date;
- the release by the Company through a Regulatory Information Service of the Placing Announcement, the Placing Results Announcement and, following release of the Placing Results Announcement, the Retail Offer Launch Announcement, by the times specified in the Placing Agreement;
- the representations and warranties on the part of the Company in the Placing Agreement being true and accurate in all material respects and not misleading on and as of the date of the Placing Agreement, the date of the Term Sheet, the date of publication of the announcement to launch the Retail Offer and the date of Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting, and no matter having arisen prior to Admission which might reasonably be expected to give rise to a claim under the indemnity contained in Clause 10 (Indemnities) of the Placing Agreement; and
- the Company complying with its obligations under the Placing Agreement to the extent the same fall to be performed prior to Admission save where SCM Securities acting in good faith considers that any non-compliance is not (singly or in the aggregate) material.
For the avoidance of doubt, release of the Retail Offer Launch Announcement is a condition of the Placing. The Retail Offer is conditional upon Admission occurring, but completion of the Retail Offer and its outcome are not conditions of the Placing. Failure of a condition relating solely to the Retail Offer, or termination solely in respect of the Retail Offer, will not affect the Placing.
If (i) any of the conditions set out in the Placing Agreement, including those described above, in relation to the Placing are not fulfilled or waived by SCM Securities by the respective time or date where specified (or such later time or date as the Company and SCM Securities may agree, save that such time shall not be extended beyond 8.00 a.m. on the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against either the Company or SCM Securities in respect thereof.
SCM Securities may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission may not be waived and the time for fulfilment of the conditions shall not be extended beyond 8.00 a.m. on the Long Stop Date. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. SCM Securities may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither SCM Securities nor any of its Affiliates nor any of its or their respective Representatives 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 nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of SCM Securities.
By participating in the Accelerated Bookbuild, 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.
Termination of the Placing
SCM Securities is entitled to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if at any time before Admission in the opinion of SCM Securities (acting in good faith):
(i) any statement contained in this Announcement or the Placing Agreement or the documents relating to the Retail Offer is incorrect or has become or been discovered to be untrue, inaccurate in any material respect or misleading, or that there has been a material omission therefrom; or
(ii) there has been a failure by the Company to perform any of its material obligations contained in the Placing Agreement, or any of the warranties was, when given, or is not, or has ceased to be, true, accurate or not misleading in any material respect;
(iii) there has occurred a Material Adverse Change (as defined in the Placing Agreement) whether or not foreseeable at the date of the Placing Agreement;
(iv) there has occurred any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities, any declaration by the UK or the US of a national emergency or war or any other calamity or crisis, a suspension or material disruption of trading in securities generally on the London Stock Exchange or New York Stock Exchange or generally on any major financial market, or a banking moratorium or material disruption to commercial banking or securities settlement or clearance services in the US or the UK, which, in the opinion of SCM Securities (acting in good faith), would or would be likely to prejudice materially the Company or the Placing or makes the success of the Placing doubtful or makes it impractical or inadvisable to proceed with the Placing; or
(v) there has occurred a suspension or cancellation by the London Stock Exchange of trading in the Company's securities; or
(vi) the appointment of SCM Securities as agent of the Company is terminated for whatever reason; or
(vii) a matter, fact, circumstance or event has arisen such that in the opinion of SCM Securities, acting in good faith, a supplementary announcement is required to be published.
By participating in the Placing, each Placee agrees that its rights and obligations 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 after oral confirmation by SCM Securities following the close of the Accelerated Bookbuild.
By participating in the Accelerated Bookbuild, each Placee agrees with the Company and SCM Securities that the exercise by the Company or SCM Securities 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 SCM Securities or for agreement between the Company and SCM Securities (as the case may be) and that neither the Company nor SCM Securities need make any reference to, or undertake any consultation with, Placees and that neither they nor any of their respective Affiliates’, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. For the avoidance of doubt, the Placing and the rights and obligations of Placees under this Appendix are not conditional upon, and will not be affected by, the Retail Offer or any non-fulfilment of conditions relating solely to the Retail Offer.
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and any exchange information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to any further terms set forth in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to SCM Securities and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or SCM Securities or its Affiliates or any other person and none of SCM Securities or the Company, or any of their respective Affiliates or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Lock-up
The Company has undertaken to SCM Securities that, between the date of the Placing Agreement and 90 days after the date of Admission, it will not, without the prior written consent of SCM Securities, allot or issue, or enter into any agreement or arrangement giving rise to an obligation or increased obligation (whether contingent or otherwise) to allot or issue, any share in its capital, save for the allotment and issue of Ordinary Shares pursuant to the Placing and the Retail Offer and the grant or exercise of options pursuant to the option schemes, agreements and arrangements disclosed in this Announcement, the Company’s audited accounts for the year ended 31 December 2025 or otherwise by Regulatory Information Service before the date of the Placing Agreement.
By participating in the Placing, Placees agree that the exercise by SCM Securities of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of SCM Securities and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0032706284 ) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, SCM Securities and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Accelerated Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to SCM Securities and settlement instructions. Placees should settle against CREST ID: NNQAN. It is expected that such contract note will be dispatched on or around 6 November 2026 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with SCM Securities. The Company will deliver the Placing Shares to a CREST account operated by SCM Securities as agent for the Company and SCM Securities will enter its delivery (DEL) instruction into the CREST system. SCM Securities will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment. It is expected that settlement will be on 10 November 2026 on a T+2 basis in accordance with the instructions given to SCM Securities.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above prevailing SONIA as determined by SCM Securities.
Each Placee agrees that, if it does not comply with these obligations, SCM Securities may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Company'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. By communicating a bid for Placing Shares, each Placee confers on SCM Securities all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which SCM Securities lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional 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. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither SCM Securities nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Accelerated Bookbuild, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any such prospective Placee) with SCM Securities (in its capacity as sole bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following that:
- it has read and understood this Announcement in its entirety and that its acquisition of and subscription for 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 Accelerated Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
- no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation or the POATRS and it has not received and will not receive a prospectus, admission document or other offering document in connection with Admission, the Accelerated Bookbuild, the Company, the Placing or the Placing Shares;
- (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are traded on AIM and that the Company is therefore required to publish certain business and financial information in accordance with UK MAR and the AIM Rules for Companies (collectively, the "Exchange Information"), 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 similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;
- neither SCM Securities, the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide it with any material or information regarding the Placing Shares, the Accelerated Bookbuild, the Placing or the Company or any other person other than the information in this Announcement; nor has it requested SCM Securities, the Company, any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;
- unless otherwise specifically agreed with SCM Securities, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, subject to certain restrictions; and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
- the content of this Announcement is exclusively the responsibility of the Company and that neither SCM Securities nor any of its Affiliates or any person acting on its behalf has or shall have any responsibility or liability for any information, representation, warranty or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;
- only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any other Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by SCM Securities or the Company and neither SCM Securities nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. For the avoidance of doubt, it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including the Appendix) and any Exchange Information;
- it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and that neither SCM Securities nor any of its Affiliates has made any representations to it, express or implied, with respect to the Company, the Accelerated Bookbuild, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof and it will not hold SCM Securities or any of its Affiliates or any person acting on behalf of any of them responsible or liable for any misstatements in or omission from any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
- it has not relied on any information relating to the Company contained in any research reports prepared by SCM Securities, any of its Affiliates or any person acting on SCM Securities' or its Affiliates' behalf and understands that (i) neither SCM Securities nor any of its Affiliates nor any person acting on its behalf has or shall have any liability for public information or any representation; (ii) neither SCM Securities nor any of its Affiliates nor any person acting on its behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) neither SCM Securities nor any of its Affiliates nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
- 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 liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
- it acknowledges that no action has been or will be taken by the Company, SCM Securities, its Affiliates or any person acting on its or their behalf 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;
- it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in SCM Securities, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
- it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
- it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "regulations") and that it is not a person with whom dealings are prohibited under any applicable economic sanction programmes, including any sanctions administer by HM Treasury of the United Kingdom, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the European Union or the United Nations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the regulations. If within a reasonable time after a request for verification of identity, SCM Securities has not received such satisfactory evidence, SCM Securities may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to SCM Securities will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
- it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgements, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to SCM Securities and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
- it understands that any investment or investment activity to which this Announcement relates is available only to Qualified Investors in a member state of the EEA and Relevant Persons in the United Kingdom and will be engaged in only with Qualified Investors in a member state of the EEA and Relevant Persons in the United Kingdom, and further understands that this Announcement must not be acted on or relied on by persons who are not Qualified Investors in a member state of the EEA and Relevant Persons in the United Kingdom;
- if in a member state of the EEA, it is a Qualified Investor;
- if in the United Kingdom, it is a Relevant Person;
- 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 Prospectus Regulation or Regulation 7(4) of the POATRS, (i) the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale, to persons in a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of SCM Securities has been given to each such proposed offer or resale; or (ii) where the Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the Prospectus Regulation or the POATRS (as applicable) as having been made to such persons;
- it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) directly or indirectly, whether in whole or in part, in or into any Restricted Territory or any other jurisdiction in which such distribution, forwarding, transfer or transmission would be unlawful;
- where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account and (b) it has full power to make the acknowledgements, representations, undertakings and agreements herein on behalf of each such account;
- if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
- any offer of Placing Shares may only be directed at persons in the United Kingdom who are Relevant Persons and that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to qualified investors as defined in paragraph 15 of Schedule 1 of the POATRs, or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the POATRS;
- any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
- it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
- it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA and the Financial Services Act 2012) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
- if it has received any “inside information” (as that term is defined in UK MAR) about the Company in advance of the Placing, it has consented to receive such information for the purposes of UK MAR and it acknowledges that it was an insider or a person who has received a market sounding for the purposes of such legislation and it confirms that it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by UK MAR, prior to the information being made publicly available;
- (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, SCM Securities, any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
- it (and any person acting on its behalf) has funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as SCM Securities may in its absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
- it acknowledges and confirms that if it fails to make payment for Placing Shares allocated to it, SCM Securities may assign its rights and powers under this Appendix against such defaulting Placee to a third party without notice to the relevant Placee;
- its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that SCM Securities or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
- neither SCM Securities nor any of its Affiliates nor any person acting on its behalf is making any recommendations to it, or advising it regarding the suitability or merits 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 SCM Securities and that SCM Securities does not have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of SCM Securities' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
- the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither SCM Securities, nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar dues or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify SCM Securities, the Company and any of their respective Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of SCM Securities who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
- these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by SCM Securities or the Company 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;
- SCM Securities, the Company and its respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to SCM Securities on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises SCM Securities and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
- it will indemnify on an after-tax basis and hold SCM Securities, the Company and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and SCM Securities will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify SCM Securities and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement are given to SCM Securities for itself and on behalf of the Company and will survive completion of the Placing and Admission;
- any documents sent to Placees will be sent at the Placees' risk and may be sent to it at any address provided by it to SCM Securities;
- acknowledges that it irrevocably appoints any director of SCM Securities as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
- 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 and its participation in the Placing will not give rise to any obligation on it to make an offer under Rule 9 of The City Code;
- it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the trade confirmation or contract note (as the case may be) 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 SCM Securities' conduct of the Placing and that its obligations in relation to the Placing are irrevocable, legally binding and shall not be capable of rescission, termination or withdrawal by it in any circumstances;
- in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of SCM Securities (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, SCM Securities, any of its Affiliates or any person acting on its or their behalf for all or part of any such loss or losses it or they may suffer;
- it acknowledges and agrees that neither SCM Securities nor the Company owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
- understands and agrees that it may not rely on any investigation that SCM Securities or any person acting on its behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and SCM Securities has not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, SCM Securities for the purposes of this Placing;
- it acknowledges and agrees that it will not hold SCM Securities nor any of its Affiliates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that neither SCM Securities nor any person acting on behalf of SCM Securities makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
- in connection with the Placing, SCM Securities and any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to SCM Securities and any of its Affiliates acting in such capacity. In addition SCM Securities may enter into financing arrangements and swaps with investors in connection with which SCM Securities may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither SCM Securities nor any of its Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
- it acknowledges that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, nor 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 this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States or any other Restricted Territory, or in any country or jurisdiction where any action for that purpose is required;
- the Placing Shares are being offered and sold by or on behalf of the Company in offshore transactions (as defined in Regulation S under the Securities Act). It and the prospective beneficial owner of the Placing Shares are, and at the time the Placing Shares are subscribed for will be, outside the United States and subscribing for the Placing Shares in an offshore transaction as defined in, and in accordance with, Regulation S under the Securities Act;
- it has not been offered to purchase or subscribe for the Placing Shares by means of any "directed selling efforts" as defined in Regulation S under the Securities Act; and
- a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by SCM Securities. SCM Securities reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as SCM Securities (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on its behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither SCM Securities nor the Company owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
No claim shall be made against the Company or SCM Securities or any of their respective Affiliates or any person acting on their behalf by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor SCM Securities will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither SCM Securities nor the Company is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold SCM Securities and/or the Company and their respective Affiliates harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that SCM Securities or any of its Affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that SCM Securities is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with SCM Securities, any money held in an account with SCM Securities 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 rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from SCM Securities' money in accordance with the client money rules and will be used by SCM Securities in the course of its own business; and the Placee will rank only as a general creditor of SCM Securities.
All times and dates in this Announcement may be subject to amendment by SCM Securities (in its absolute discretion). SCM Securities shall notify the Placees and any person acting on behalf of the Placees of any changes.
Time shall be of the essence as regards obligations pursuant to this Announcement.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement 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.
The rights and remedies of SCM Securities and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to SCM Securities:
(a) if they are an individual, their nationality; or
(b) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
APPENDIX II – DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Accelerated Bookbuild" means the accelerated bookbuilding process to be conducted by SCM Securities in respect of the Placing, as described in this Announcement;
"Admission" means admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"AIM" means the AIM market operated by the London Stock Exchange;
"AIM Rules" means the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time;
"Announcement" means this announcement, including the Appendices;
"Appendices" means Appendix I and Appendix II to this Announcement, and "Appendix" means either of them;
"Board" or "Directors" means the board of directors of the Company;
"BookBuild Platform" means the retail offer platform via which the Retail Offer is to be conducted, as contemplated by the engagement letter between SCM Securities and the Company dated 28 September 2026;
"Capital Raising" means together, the Placing and the Retail Offer;
"Company" or "Chapel Down" means Chapel Down Group plc, a company incorporated in England and Wales with registered number 04362181;
"CREST" means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & International Limited is the operator;
"Existing Ordinary Shares" means the 171,524,316 Ordinary Shares in issue at the date of this Announcement;
"FCA" means the Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiary undertakings from time to time;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 30 November 2026, being the latest date by which Admission must occur, failing which the Placing will lapse in accordance with the terms of the Placing Agreement;
"Net Proceeds" means the proceeds of the Capital Raising, net of commissions, fees and expenses;
"New Ordinary Shares" means together, the Placing Shares and the Retail Offer Shares;
"Ordinary Shares" means ordinary shares of 5 pence each in the capital of the Company;
"Placees" means persons who agree to acquire Placing Shares pursuant to the Placing;
"Placing" means the conditional placing of the Placing Shares by SCM Securities, as agent for and on behalf of the Company, at the Placing Price;
"Placing Price" means 43 pence per Placing Share;
"Placing Agreement" means the placing agreement dated 4 November 2026 between the Company and SCM Securities relating to the Placing and the Retail Offer;
"Placing Shares" means up to 12,790,697 new Ordinary Shares to be issued pursuant to the Placing;
"Regulatory Information Service" means a regulatory information service approved by the London Stock Exchange for the distribution of announcements to the public;
"Retail Offer" means the conditional offer of Retail Offer Shares to retail investors in the United Kingdom via the BookBuild Platform;
"Retail Offer Shares" means up to 1,162,790 new Ordinary Shares to be issued pursuant to the Retail Offer;
"SCM Advisory" means Singer Capital Markets Advisory LLP;
"SCM Securities" means Singer Capital Markets Securities Limited;
"Shareholders" means holders of Ordinary Shares from time to time;
"Singer" means SCM Advisory and SCM Securities together;
"Term Sheet" means the term sheet to be entered into between the Company and SCM Securities following the close of the Accelerated Bookbuild recording, amongst other things, the final number of Placing Shares;
"UK MAR" means Regulation (EU) No 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018; and
"£" and "pence" mean the lawful currency of the United Kingdom.
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