Proposed Fundraising of approximately £4.6 million

Cirata PLC

25 June 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

25 June 2026

Cirata plc

("Cirata" or the "Company")

Proposed Fundraising of approximately £4.6 million

Cirata plc (LSE: CRTA), the data activation platform, is pleased to announce a proposed fundraising to raise gross proceeds of approximately £4.6 million (c.$6 million) through the conditional placing of new Ordinary Shares to new and existing institutional and other investors (the "Placing") and through the subscription for new Ordinary Shares by certain  persons resident in the US, certain of the Directors and senior employees of the Company (the "Subscription"). The Subscription Shares that are being sold to persons in the US are being sold pursuant to an exemption from registration under the US Securities Act. Both the Placing and the Subscription are being undertaken at a price of 15 pence per New Ordinary Share (the "Issue Price").

The Company is also undertaking a retail offer (the "Retail Offer") to new and existing retail investors and a separate announcement will be made shortly by the Company regarding the Retail Offer and its terms.

The Placing, to be conducted by way of an accelerated bookbuild ("ABB") process, will commence immediately following this Announcement and is subject to the terms and conditions set out in Appendix I to, and as otherwise provided in, this Announcement.

Stifel and Panmure Liberum are acting as Joint Bookrunners in relation to the Placing.

Transaction highlights:

=	The Company is raising approximately £4.6 million (c.$6 million) (before expenses) via the Placing and Subscription (together the "Fundraising") for new Ordinary Shares at an issue price of 15 pence per new Ordinary Share.
=	Certain directors and senior employees of the Company have conditionally agreed to subscribe, in aggregate, for approximately £0.14 million (c.$0.18 million) in the Fundraising.
=	The Placing Shares and Subscription Shares will represent approximately 24 per cent. of the existing issued share capital of the Company.
=	The Retail Offer to raise up to an additional £0.38 million (c.$0.5 million) via the issue of Retail Offer Shares to new and existing retail Shareholders at the Issue Price.
=	The Issue Price represents a discount of approximately 18.9 per cent. to the closing price of 18.5 pence per Ordinary Share on 24 June 2026 (being the last practicable date prior to the date of this Announcement).
=	The net proceeds of the Fundraising are intended to be used by the Company for: -     Balance sheet stability - allowing management to focus fully on new logo acquisition -     Pipeline conversion - Sales and pre-sales resource, POC delivery, enterprise procurement support to convert growing pipeline -     Investment in Cirata Symphony - modest infrastructure and engineering headcount to support scale as new logos convert
=	The final number of Placing Shares will be determined by Stifel, Panmure Liberum and the Company at the close of the ABB and the result will be announced as soon as practicable thereafter. The timing for the close of the ABB and the allocation of the Placing Shares will be determined by Stifel, Panmure Liberum and the Company.

Completion of the Fundraising is conditional upon, inter alia, Shareholder approval at the General Meeting to be convened on 24 July 2026. A GM Circular containing further details of the Fundraising and containing the Notice of General Meeting is expected to be despatched to Shareholders shortly following the close of the Retail Offer on 29 June 2026. 

The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue. 

The Company has undertaken to the Joint Bookrunners that it will not, and will procure that neither it nor any member of the Group will, between the date of the Placing Agreement and 120 calendar days after Admission, without the prior written consent of Joint Bookrunners, issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of or announce any offering or issuance of any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exchangeable for or substantially similar to Ordinary Shares or any interest in Ordinary Shares. This undertaking will not prevent the Company from granting any options over shares to employees or proposed employees in accordance with any employee share option scheme established by the Company or issuing shares upon the exercise of share options.

Stephen Kelly, CEO of Cirata, commented:

"Cirata, today, is a transformed business - driven forward by an energized team, and pointed at a significant, growing market.  We have rescued, rebuilt and recovered the business, to the point where in FY25 we delivered our first triple-digit sales growth year. Today, a significantly de-risked and restructured Cirata is operating at approximately less than 30% of its peak expense levels and we are proud to have placed a home-grown UK software firm on an increasingly clear, commercially-proven pathway to sustainable value creation. 

The opportunity is not insignificant.  With 127 issued patents and 18 pending applications underpinning our technology, we believe we are well positioned to carve out a strong market position as the live data company for the Agentic AI era.  The team has purpose-built our Data Orchestration platform, Cirata Symphony, for the Enterprise AI age with direct strategic customer input.  By 2029, we believe some 70% of enterprises will have deployed Agentic AI infrastructure - and we believe our products deliver the continuous, governed and always-on mobility of live data these use cases require. 

We are targeting this opportunity in-step with some of the largest names in enterprise technology, with approximately 43% of our next four quarter pipeline co-sourced via our proud partnership with IBM. And our pipeline grew by approximately 40% between January and April this year, including prospective marquee new logos, to stand at approximately $21m in annual contract value today.  

A dedicated team across every layer of our organization has worked hard to reset, restore and re-energize Cirata. From an under-capitalized position, the strategic capital injection outlined today provides our team with a stronger foundation on which to drive new logo acquisition, accelerate pipeline conversion and keep scaling the next-generation Cirata Symphony product: the live data, zero-disruption solution we believe is designed for an Agentic future."

The exchange rate used throughout this Announcement is GBP:USD 1.3162, being the exchange rate as at 4.30 p.m. on 24 June 2026.

Each of the times and dates in this Announcement refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.

Attention is also drawn to the section headed 'Important Information' and to Appendix 1 to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only).

Terms used but not defined elsewhere in this Announcement shall have the meanings given to such terms in the definitions section in Appendix 2 to this Announcement.

The person responsible for arranging the release of this announcement on behalf of Cirata plc is Stephen Kelly, Chief Executive Officer.

For further information, please contact: 

Cirata	Via FTI Consulting
Stephen Kelly, Chief Executive Officer
Ed Kee, Finance Director
Dan Hayes, Investor Relations
Stifel (Nomad, Joint Broker and Joint Bookrunner)	[phone]
Fred Walsh / Brough Ransom / Ben Good / Dan Dearden-Williams
Panmure Liberum (Joint Broker and Joint Bookrunner)	[phone]
James Sinclair-Ford / Rupert Dearden / Piers Shimwell / Rauf Munir
FTI Consulting	[phone]
Matt Dixon / Kwaku Aning

1.   Background to and reasons for the Fundraising

Overview of the Proposed Fundraising

The proposed Fundraising of approximately £4.6 million (c.$6 million) is intended as a strategic capital injection to underpin the Company's transition from its successful recovery phase into a period of sustainable growth, providing the necessary balance sheet strength and stability to accelerate pipeline conversion and scale its next-generation product, Cirata Symphony. The Board believes that this capital will provide the foundation for management to focus on new logo acquisition and commercial expansion, removing the constraints of historical liquidity concerns.

The Fundraising represents the culmination of a rigorous three-phase strategic roadmap - Rescue (FY23), Recovery & Rebuild (FY24), and Growth (FY25 and beyond) which was initiated following the appointment of a new management team and Board in Q2 FY23. Over the past two years, the Company has executed a comprehensive operational restructuring designed to de-risk the business and focus resources on its core growth driver being the Data Integration ("DI") business following the divestment of its DevOps assets in FY25. Significant milestones achieved during this period include an approximately 70% reduction in the Company's cost base, resulting in a sustainable annualized cash overhead run rate of $12-13 million as it entered FY26. Furthermore, the Company successfully reached a resolution with the FCA in November 2025, which closed its investigation into the Company with no further action taken, effectively removing a major historical regulatory concern.

The Company's ability to execute this complex turnaround and pivot towards growth is anchored by a deeply experienced Board and leadership team positioning Cirata well for growth.

Commercial Momentum and Record Financial Performance

The strategic foundation established by the Board paved the way for a period of record-breaking commercial performance in FY25, validating the Company's "Go-to-Market" and "Expansion" models with blue-chip enterprise customers. For the full year FY25, total bookings increased by 96% year-on-year to $13.9 million, driven primarily by 181% growth in DI bookings, which reached $13.2 million - the Company's strongest DI performance since 2017. Total revenue grew by 77% to $13.6 million, while DI revenue alone rose by 157% to $11.9 million. This commercial uplift, combined with disciplined cost management, resulted in a 74% improvement in adjusted EBITDA losses, which fell to $3.8 million compared to $14.4 million in the prior year, paving the way for the Company's pathway to sustainable cash-flow break-even and profitability.

The momentum was particularly evident in Q4 FY25, which delivered $9.8 million in DI bookings, marking the strongest quarter in the Company's history and significant year-on-year progress represented by 326% growth compared to Q4 FY24. This quarter included the largest OEM deal in Cirata's history - a $6.7 million contract conducted via the IBM Big Replicate partnership with a top U.S. bank, alongside a $3.1 million direct deal with a major U.S. insurer. These multi-year enterprise contracts demonstrate the critical nature of Cirata's technology in supporting large-scale data synchronization, disaster recovery, data modernization and AI/Analytics strategies for highly regulated Global 2000 organizations.

Furthermore, the Company's go-to-market strategy has been restructured to balance high-leverage indirect partnerships with targeted direct sales. Approximately 43% of the pipeline for the next four quarters is co-sourced with IBM, utilizing the white-labelled "Cirata Symphony for IBM Big Replicate" solution. Simultaneously, the direct sales team is focusing on Global 2000 accounts using the rigorous 6-stage MEDDPICC sales methodology. The total new logo pipeline currently stands at approximately $21 million annual contract value ("ACV") (or $40 million total contract value), which represents a pipeline increase of approximately 40% from January to April 2026.

Market Opportunity and Cirata Symphony

Cirata's competitive advantage is backed by 15 years of data engineering expertise and a strong intellectual property portfolio consisting of 127 issued patents and 18 pending applications. This technology has enabled the movement and management of over 300 petabytes of data to date. Cirata believes that it is at the epicentre of a global big data explosion. Our core value proposition is simple yet mission-critical: we enable the continuous movement and management of petabyte-scale data with zero downtime and zero data loss. The directors believe that the launch of Cirata Symphony in September 2025 represents the next generation of this technology, shifting the value proposition from simple data synchronization to real-time orchestration. Symphony is an "Iceberg-native" and cloud-neutral unified fabric that enables AI-ready data infrastructure across all major environments, including AWS, Azure, Google Cloud, Snowflake and Databricks. By providing continuous, automated and real-time data mobility without vendor lock-in, Symphony addresses the "horizontal" problem of data entrapment faced by large enterprises in financial services, retail and telecommunications.

The Board believes that Cirata is uniquely positioned at the centre of a fundamental architectural shift towards Agentic AI. It is estimated that by 2029, approximately 70% of enterprises will deploy Agentic AI infrastructure, which requires the live, governed and continuous data mobility that Cirata's "always-on" technology provides. Unlike legacy batch-oriented tools that create latency and data silos, Cirata enables petabyte-scale replication and synchronization with zero downtime and zero data loss.

The total addressable market ("TAM") for DI software was estimated at $5.4 billion and growing at a 10% CAGR in 2024.

Cirata reached a critical financial inflection point in Q1 FY26 by reporting its first cash-flow positive quarter in its history. To provide shareholders with greater visibility into forward performance, the Company has introduced new key performance indicators, including ACV, which stood at $4.9 million at the end of Q1, and remaining contract billings of $5.8 million, of which $3.4 million is expected to be collected within the next 12 months. The Company exited the period with a cash position of $4.7 million as of 31 March 2026 and approximately 40% growth in its new logo pipeline between January and April 2026, reflecting strong sustained demand for the Company's software solutions.

Reasons for the Fundraising

While Cirata has achieved significant operational and financial milestones, including its first reported cash-flow positive quarter in Q1 FY26, the Board believes that raising £4.6 million (c.$6) million in gross proceeds via the Fundraising will enable the Company to capitalize on the current commercial and market momentum, ensuring it can execute on its growth strategy in a more accelerated manner as it progresses towards sustainable profitability.

The Board believes that Cirata is now a significantly de-risked and restructured business with proven commercial traction and a clear path to sustainable value creation. The Company remains committed to its target of achieving full-year cash flow breakeven in FY26, supported by a sustainable annualized cash overhead run rate of $12-13 million. By securing this additional capital, the Company will be well-positioned to convert its pipeline, leverage its technology moat and establish itself as the "live data" company for the Agentic AI era. Accordingly, the Board believes that the Fundraising is in the best interests of the Company and its shareholders as a whole.

2. Use of Proceeds from the Fundraising

The net proceeds of the Fundraising are intended to be allocated across three strategic pillars and are intended to be used by the Company for:

Balance sheet stability - Allow management to focus fully on new logo acquisition
$2 million
Pipeline conversion - Sales and pre-sales resource, POC delivery, enterprise procurement support to convert growing pipeline
$2 million
Investment in Cirata Symphony - modest infrastructure and engineering headcount to support scale as new logos convert
$2 million
Total	$6 million

Any additional proceeds from the Retail Offer will be assigned pro-rata to the three strategic pillars set out above.

3. Details of the Fundraising

Details of the Placing

The Company is proposing to raise gross proceeds of approximately £4.6 million through a placing of approximately 15,333,333 Placing Shares at the Issue Price with new and existing institutional and other investors. The Issue Price represents a discount of 18.9 per cent. to the price of 18.5 pence per Ordinary Share on 24 June 2026 (being the last practicable date prior to the date of the announcement of the Fundraising).

Pursuant to the terms of the Placing Agreement, Stifel and Panmure Liberum have conditionally agreed to use their reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. Stifel and Panmure Liberum have conditionally placed the Placing Shares with certain new and existing institutional and other investors at the Issue Price.

The Placing is conditional, inter alia, on:

=	the Placing Agreement not having been terminated in accordance with its terms prior to Admission;
=	admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules by no later than 8.00 a.m. on 28 July 2026 or such later time and/or date as the Company, Stifel and Panmure Liberum may agree (being no later than 8.00 a.m. on 11 August 2026);
=	the Company complying with its obligations under the Placing Agreement in all material respects so far as the same fall to be performed or satisfied on or prior to Admission;
=	none of the warranties given in the Placing Agreement becoming untrue, inaccurate or misleading at, inter alia, the date of the Placing Agreement and the date of Admission;
=	the General Meeting having taken place and the GM Resolutions having been passed (without any amendment not approved in writing by Stifel and Panmure) which will provide the necessary authority of Shareholders for the issue and allotment by the Directors of the New Ordinary Shares on a non-pre-emptive basis; and
=	satisfaction or, where appropriate, the waiver of certain other conditions set out in the Placing Agreement.

The Placing is not conditional upon the completion of the Retail Offer, but it is conditional upon completion of the Subscription. Completion of the Retail Offer and the Subscription are conditional, inter alia, upon completion of the Placing. In addition to the above conditions, the allocations of those investors who require that the Placing Shares qualify for relief under Part 6 of the Income Tax Act 2007 or exemption or relief available under sections 151A of Taxation of Chargeable Gains Act 1992, representing approximately 10% of the New Ordinary Shares are conditional on certain other requirements relating to the establishment of a UK branch by the Company. In the event these additional requirements are not satisfied by 28 July 2026 or such later time and/or date as the Company, Stifel and Panmure Liberum may agree (being no later than 8.00 a.m. on 11 August 2026), then such allocations will lapse and the Placing Shares subject to them will not be admitted to AIM.

The Placing Agreement contains customary warranties given by the Company to Stifel and Panmure Liberum as to matters in relation to, inter alia, the accuracy of information in this document and other matters relating to the Group and its business. In addition, the Company has provided a customary indemnity to Stifel and Panmure Liberum in respect of liabilities arising out of, or in connection with, the Placing.

Each of Stifel and Panmure Liberum is entitled to terminate the Placing Agreement in certain circumstances prior to Admission including where any of the warranties were, when given, untrue, inaccurate or misleading, any statement in the certain documentation prepared for the purposes of the Placing becoming untrue, inaccurate or misleading or there has been an omission therefrom, or the occurrence of a material adverse change affecting the financial or trading position of the Group.

Details of the Subscription

The Company has conditionally raised gross proceeds of approximately £4.6 million ($6 million) through a subscription of 868,161 Subscription Shares by certain Directors, senior employees of the Company (as detailed below, respectively) and certain persons resident in the US at the Issue Price pursuant to the Subscription Agreements. The Subscription Shares that are being sold to persons in the US are being sold pursuant to an exemption from registration under the US Securities Act. The Subscription is conditional on completion of the Placing.

Details of the Retail Offer

In addition to the Placing and Subscription, the Company is providing new retail investors and existing Shareholders with the opportunity to subscribe for new Ordinary Shares through a separate retail offer of up to 2,533,333 new Ordinary Shares, to raise gross proceeds of up to approximately £0.38 million (c.$0.5 million), at the Issue Price. The Retail Offer is being conducted through RetailBook. For the avoidance of doubt, the Retail Offer is not part of the Placing and is the sole responsibility of the Company.

The Retail Offer is conditional, inter alia, on completion of the Placing and Subscription, on the passing of on the GM Resolutions by Shareholders at the General Meeting and the admission of the New Ordinary Shares to trading on AIM. The Retail Offer will not be completed unless the Placing and Subscription are also completed.

The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The Company values its retail shareholder base and believes that it is in the best interests of shareholders as well as wider stakeholders, to provide retail and other interested investors the opportunity to participate in the Retail Offer.

The Retail Offer is being made in the United Kingdom under an exemption from the requirement to publish a prospectus contained in Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"). No prospectus or other offering document has been or will be published or approved by the FCA in connection with the Retail Offer, and applications will be made solely on the basis of the information contained in this document and any information published by the Company through a Regulatory Information Service. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

None of the Placing, the Subscription or the Retail Offer have been underwritten by Stifel, Panmure Liberum or any other party.

Director/Senior Management participation in the Fundraising

The following Directors and members of senior management have conditionally subscribed for, in aggregate, 868,161 Subscription Shares, as follows:

Director / Senior Management	Number of Subscription Shares
Stephen Kelly	156,250
Kenneth Lever	156,250
Sarah Rolls	156,250
Amanda Jobbins	62,500
Chris Baker	46,875
Eric Collins	93,750
Paul Scott-Murphy	23,762
Daniel Hayes	125,000
Dominic Arcari	47,524

IMPORTANT INFORMATION

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

No action has been taken by the Company, Stifel, Panmure Liberum or any of their respective Affiliates, or any person acting on its or their behalf that 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 into whose possession this Announcement comes are required by the Company, Stifel and Panmure Liberum to inform themselves about, and to observe, such restrictions.

This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 ("POATR") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with the EU Prospectus Regulation or the POATR) to be published. All offers of the Placing Shares will be made available pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce an admission document or prospectus.

The securities referred to herein have not been and will not be registered under the US Securities Act, of 1933, as amended (the "US 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 exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the US Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws. No public offering of the Placing Shares will be made in the United States or elsewhere.

This Announcement has not been approved by the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This Announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area (the "EEA"), qualified investors ("Qualified Investors") within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The Placing has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, 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 a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which such activities would be unlawful.

By participating in the ABB and the Placing, each Placee by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1 to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and the Group. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, Stifel, Panmure Liberum and their respective Affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.

Each of Stifel and Panmure Liberum is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. Each of Stifel and Panmure Liberum will not regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

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 Stifel or Panmure Liberum or any of their respective Affiliates or any person acting on its or their behalf 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 interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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. 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 contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or 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 years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

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

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.

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 such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; 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/or any equivalent requirements elsewhere to the extent determined to be applicable, 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 and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (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 1 - TERMS AND CONDITIONS OF THE PLACING

Important Notices

The information contained within this Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("UK MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.  In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR.  Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

Terms and conditions of the placing

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES (SUBJECT TO CERTAIN EXCEPTIONS) OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) ("PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED ("ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  EACH RECIPIENT IS DEEMED TO CONFIRM, REPRESENT AND WARRANT TO THE COMPANY THAT THEY ARE A RELEVANT PERSON.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT.  ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY TO QIBS OR OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S")) PURSUANT TO REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL.  THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FROM THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM OR EEA.  PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATIONS TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

Introduction

Each person who is invited to and chooses to acquire Placing Shares in the Placing (each a "Placee") and which confirms its agreement to one of the Joint Bookrunners (whether orally or in writing (which may include email) to acquire Placing Shares under the Placing, hereby agrees with each of the Joint Bookrunners and the Company that it will be bound by these terms and conditions and will be deemed to have accepted them.

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

Terms and conditions of, and the mechanics of participation in, the Placing

Following this Announcement, the Joint Bookrunners will today commence an accelerated bookbuild to determine demand for participation in the Placing by Placees ("ABB").  No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect.  The ABB is expected to close at or around 7.00 a.m. on 30  2026, but may be closed earlier or later at the discretion of the Company and the Joint Bookrunners without further notice.  The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the ABB has closed and shall be entitled to effect the Placing by such alternative method to the ABB as they may, in their sole discretion, determine.

This Appendix 1 gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, including these terms and conditions, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix 1.

Details of the Placing Agreement and the Placing Shares

Stifel Nicolaus Europe Limited ("Stifel") and Panmure Liberum Limited ("Panmure Liberum") are acting as joint bookrunners in connection with the Placing ("Joint Bookrunners").

The Joint Bookrunners have entered into the Placing Agreement with the Company pursuant to which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Bookrunners as agents for and on behalf of the Company, will agree to use their reasonable endeavours to procure Placees for the Placing Shares at a price to be determined following completion of the ABB and as set out in the Placing Agreement.  The price per Ordinary Share at which the Placing Shares are to be placed ("Issue Price") and the final number of Placing Shares will be determined by the Company and the Joint Bookrunners at the close of the ABB and will be set out in an executed placing result agreement ("Placing Results Agreement").  The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Joint Bookrunners.  Details of the Issue Price and the number of Placing Shares will be announced as soon as practicable after the close of the ABB on a Regulatory Information Service.  Subject to the execution of the Placing Results Agreement, the Joint Bookrunners have agreed with the Company, in the event of any default by any Placee in paying the Issue Price in respect of any Placing Shares allotted to it, to take up such Placing Shares themselves at the Issue Price.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in 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.  The Placing Shares will be issued free of any encumbrances, liens or other security interests.

The Placing Agreement contains certain customary undertakings, warranties and indemnities given by the Company for the benefit of the Joint Bookrunners.  The Joint Bookrunners have absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

The Joint Bookrunners will have the right to terminate the Placing Agreement in certain customary circumstances, details of which are set out below.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for cash consideration. 

Application for Admission.

Application will be made to the London Stock Exchange for Admission in relation to the Placing Shares.

It is expected that Admission will take place at 8.00 a.m. on 28 July 2026 (or such later date as the Company and the Joint Bookrunners may agree, but in any event not later than 8:00 a.m. on the Long Stop Date) and that dealings in the Placing Shares on AIM will commence at the same time.

Participation in and principal terms of the Placing

Each of the Joint Bookrunners are acting as broker to the Placing, and as agent for and on behalf of the Company. The Joint Bookrunners are not acting for the Company with respect to the Subscription and the Retail Offer. The Subscription Shares will be subscribed for on the terms of the Subscription Agreements, rather than pursuant to the terms and conditions of the Placing.

The Joint Bookrunners are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and no one else in connection with the matters referred to in this Appendix 1 and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of the Joint Bookrunners or for providing advice in relation to the matters described in this Appendix 1.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by one of the Joint Bookrunners to participate.  Each of the Joint Bookrunners and any of their affiliates (as defined below) are entitled to participate in the Placing as principal.

Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing, by making an oral or written offer (including by email) to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, including these terms and conditions set out in this Appendix 1, and are deemed to be making such offer on these terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix 1.

The exact number of Placing Shares to be allocated to each Placee shall be determined by the Joint Bookrunners in consultation with the Company.  The Joint Bookrunners may choose to accept bids in the Placing, either in whole or in part, on the basis of allocations determined in consultation with the Company and reserve the right to scale back the number of Placing Shares to be acquired by any Placee in the event of the Placing being over-subscribed, or not to accept offers for Placing Shares or to accept such offers in part rather than in full.

Each Placee's allocation of Placing Shares will be communicated orally or in writing (which may include email) by the relevant Joint Bookrunner to the relevant Placee.  That confirmation will give rise to an irrevocable, legally binding commitment by such Placee in favour of the relevant Joint Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix 1 and in accordance with the Company's Articles of Association.  Except with the relevant Joint Bookrunner's consent, such commitment will not be capable of variation, revocation, termination or rescission at either the time of such oral confirmation or any time thereafter.

Each Placee's allocation and commitment will be evidenced by a trade confirm issued to such Placee by the relevant Joint Bookrunner.  The trade confirm will set out the number of Placing Shares allocated, the Issue Price and the aggregate amount owed by such Placee to the relevant Joint Bookrunner.  The terms of this Appendix 1 will be deemed incorporated in that trade confirm.

An offer to acquire Placing Shares which has been communicated by a prospective Placee to the relevant Joint Bookrunner which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of that Joint Bookrunner.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to acquire the number of Placing Shares allocated to it and pay in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee on the terms set out in this Appendix 1.

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

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

All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment or (where applicable) waiver of or extention 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 Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and/or set out in the Placing Agreement and will not be capable of rescission or termination by the Placee after confirmation of the allocation (oral or otherwise) by the Joint Bookrunners.

To the fullest extent permissible by law and applicable FCA Rules, none of (a) Stifel or Panmure Liberum, (b) any of Stifel or Panmure Liberum's respective Affiliates, or (c) any person acting on Stifel or Panmure Liberum's behalf respectively shall have any liability or responsibility (including to the extent permissible by law, any fiduciary duties) to any Placee or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Stifel nor Panmure Liberum nor any of their respective affiliates shall have any liability or responsibility (including, to the fullest extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and Settlement

Each Placee which has been allocated Placing Shares in the Placing will be notified by the relevant Joint Bookrunner of the number of Placing Shares allocated to it, the Issue Price, and the aggregate amount owed by them to the relevant Joint Bookrunner.

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

Settlement of transactions in the Placing Shares (ISIN: JE00B6Y3DV84 ) will take place within the CREST system, subject to certain exceptions.  Settlement through CREST, with respect to the Placing Shares, is expected to occur at 8.00 a.m. on 28 July 2026, subject to Admission occurring not later than 8 a.m. on 28 July 2026 or such later date as the Company and the Joint Bookrunners may agree, but in any event not later than 8:00 a.m. on the Long Stop Date.

Settlement will be on a delivery versus payment basis

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued or delivered in certificated form.

Each Joint Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing Sterling Overnight Index Average (SONIA) as determined by the Joint Bookrunners.

Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Joint Bookrunner's 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 aggregate amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.  By communicating a bid for Placing Shares, each Placee confers on the relevant Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which the Joint Bookrunner lawfully takes on such Placee's behalf.  Each Placee agrees that the Joint Bookrunner's rights and benefits under this paragraph may be assigned in the relevant Joint Bookrunner's discretion.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the trade confirm 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.

Conditions of the Placing

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

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

(a)        this Announcement having been released by the Company through the Regulatory Information Service and the London Stock Exchange not later than 4:40 p.m. on the date of the Placing Agreement;

(b)        the Placing Results Agreement ‎having been duly executed and delivered by the Company and the Joint Bookrunners by the end of the Business Day following the date of the Placing Agreement;

(c)        the Placing Results Announcement having been released ‎by the Company through a Regulatory Information Service by the end of the Business Day following the date of the Placing Agreement;

(d)        the Admission Application and/or the Company's application to Euroclear for the New Ordinary Shares to be admitted as participating securities in CREST not having been withdrawn by the Company and/or not having been refused by the London Stock Exchange or Euroclear (as appropriate);

(e)        the Company complying with its obligations and undertakings under the Placing Agreement so far as the same fall to be performed or satisfied on or prior to Admission;

(f)        (i) the Subscription Agreements having been duly executed and delivered by the parties thereto by or on the date of the Placing Agreement and becoming and continuing to be enforceable against each of the parties thereto and having, and continuing to have, full force and effect and not having lapsed or rescinded or terminated (in whole or part), in each case, at any time on or prior to Admission and all conditions to the obligations of the parties thereunder having been satisfied and/or waived (other than Admission), such obligations remaining unconditional in all respects save for Admission; (ii) no event having occurred which, in the good faith opinion of the Joint Bookrunners, is reasonably likely to constitute a breach of the Subscription Agreements occurring at any time on or prior to Admission; and (iii) no event having occurred at any time on or prior to Admission which gives any party a right to terminate the Subscription Agreements;

(g)        each of the warranties given by the Company pursuant to the Placing Agreement being true, accurate and not misleading as at the date of the Placing Agreement, the Placing Results Agreement, the date of the General Meeting and the date of Admission;

(h)        there not having occurred, in the opinion of the Joint Bookrunners any material adverse change in relation to the Company and its Group at any time prior to Admission;

(i)         no matter having arisen which might reasonably give or be expected to give rise to a claim under the indemnity provisions included in the Placing Agreement;

(j)         delivery by the Company to the Joint Bookrunners of certain documents it is required to provide as set out in the Placing Agreement;

(k)        subject only to Admission, the New Ordinary Shares having been allotted by the Company no later than the Business Day following the date of the Placing Agreement;

(l)         the despatch by first class post of the GM Circular on 29 June 2026;

(m)      the GM Resolutions being validly passed at the General Meeting without any amendment not approved in writing by the Joint Bookrunners and remaining in full force and effect; and

(n)        Admission having occurred not later than 8.00 a.m. on  28 July 2026 or such later date as the Company and the Joint Bookrunners may agree, but in any event not later than 8.00 a.m. on the Long Stop Date,

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "Conditions").

In addition to the Conditions, the allocations of those investors who require that the Placing Shares qualify for relief under Part 6 of the Income Tax Act 2007 or exemption or relief available under sections 151A of Taxation of Chargeable Gains Act 1992 are conditional on certain other requirements relating to the establishment of a branch in the UK by the Company. In the event these additional requirements are not satisfied by 28 July 2026 or such later time and/or date as the Company, Stifel and Panmure Liberum may agree (being no later than 8.00 a.m. on 11 August 2026), then such allocations will lapse and the Placing Shares subject to them will not be admitted to AIM.

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with the circumstances described under "Termination of the Placing" 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, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Certain Conditions may be waived in whole or in part by the Joint Bookrunners in their absolute discretion and the Joint Bookrunners may also agree in writing with the Company to extend the time for satisfaction of any condition.  Any such extension or waiver will not affect Placees' commitments as set out in this Appendix 1.

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

None of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers shall have any liability or responsibility 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 the Joint Bookrunners. Placees will have no rights against either of the Joint Bookrunners, the Company or any of their respective affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

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

Termination of the Placing

Either Joint Bookrunner may terminate their obligations under the Placing Agreement, in accordance with its terms, at any time prior to Admission if they are of the opinion that, inter alia:

(a)        any of the Conditions have not been satisfied or (to the extent capable of being waived) waived by the Joint Bookrunners by the date specified therein (or such later time and/or the date as the Company and the Joint Bookrunners may agree); or

(b)        there has been a breach by the Company of any of the warranties or any of the warranties are not true and accurate or is misleading, or a matter having arisen which might reasonably give or be expected to give rise to a claim under the indemnity provisions in the Placing Agreement; or

(c)        it shall come to the notice of the Joint Bookrunners that any statement contained in this Announcement or certain of the other documents issued in relation to the Placing or the Retail Offer is or has become untrue or incorrect or misleading, or any matter has arisen which would constitute an omission from this Announcement or such other documents (or certain previous announcements published by the Company) and which a Joint Bookrunner, acting in good faith, considers to be material in the context of the Placing, the Subscription, the Retail Offer and/or Admission; or

(d)        the Company fails to comply with any of its obligations under the Placing Agreement or otherwise under the terms of the Placing; or

(e)        the Admission Application and/or the Company's application to Euroclear for the New Ordinary Shares to be admitted as participating securities in CREST is withdrawn by the Company and/or refused by the London Stock Exchange or Euroclear (as appropriate); or

(f)        there shall have occurred, in the opinion of a Joint Bookrunner, any material adverse change in relation to the Company or its Group; or

(g)        there has occurred an adverse change in the financial market in the United Kingdom, the United States, or in any member or associate member of the European Union or in other international financial markets, any change or development reasonably likely to lead to a change in national or international political, financial, economic, monetary or market conditions, or currency exchange rates or controls or any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis, in any case the effect of which, in the opinion of a Joint Bookrunner (acting in good faith), makes it impractical or inadvisable to proceed with the Placing in the manner contemplated in this Announcement or may adversely impact dealings in the Placing Shares following Admission or is likely materially and adversely to affect the price at which the New Ordinary Shares are traded on the London Stock Exchange; or

(h)        trading in any securities of the Company has been suspended or materially limited by the London Stock Exchange on any exchange or over-the-counter market or if trading generally on the London Stock Exchange, the New York Stock Exchange or any other major financial market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by any of such exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, the United States or any member or associate member of the European Union; or

(i)         a banking moratorium has been declared by the United Kingdom, Jersey, the United States federal authorities, the European Central Bank, or New York state authorities; or

(j)         there has occurred an adverse change or a prospective adverse change in the United Kingdom, Jersey or European Union taxation materially affecting the Ordinary Shares or the transfer thereof or exchange controls have been imposed by the United Kingdom or a member state or an associate member of the European Union; or

(k)        the Subscription Agreements not having lapsed or been rescinded or been terminated (in whole or part).

If the Placing Agreement is terminated in accordance with its terms, and one of the Joint Bookrunners does not choose to continue with the Placing Agreement, the rights and obligations of each Placee in respect of the Placing as described in this Appendix 1 shall cease and terminate at such time, subject to certain exceptions, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees with the Company and each of the Joint Bookrunners that the exercise by the Company, or the Joint Bookrunners, of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that neither the Company nor either of the Joint Bookrunners needs make any reference to such Placee and that none of the Joint Bookrunners, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

No prospectus

No prospectus, offering memorandum, offering document or admission document has been or will be prepared or submitted to be approved by the FCA or any competent authority of any relevant member state of the EEA (in relation to the EEA and the Prospectus Regulation) in relation to the Placing or the Placing Shares and no such prospectus is required on the basis that all offers of Placing Shares will be made pursuant to an exemption under the POATR or Prospectus Regulation from the requirement to produce a prospectus.

Placees' commitments will be made solely on the basis of publicly available information previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement taken together with the information contained in this Announcement and subject to any further terms notified by the Joint Bookrunners to individual Placees.

Representations, warranties and further terms

By participating in the Placing, each Placee and/or any person acting on such Placee's behalf irrevocably acknowledges, confirms, agrees, represents, undertakes, and warrants (for itself and for any person on behalf of which it is acting) with each of the Joint Bookrunners (in its capacity as joint bookrunner and as placing agent in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that (save where the Joint Bookrunners expressly agrees in writing to the contrary):

(a)        it has read and understood the entirety of this Announcement, including the terms and conditions set out in this Appendix 1 in its entirety and it agrees and acknowledges that the issue of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements, undertakings and other information contained in this Appendix 1 and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any representations, warranties or statements made at any time by any person in connection with Admission, the ABB, the Placing, the Company, the Placing Shares or otherwise;

(b)        its participation in the Placing on the terms set out in this Announcement is legally binding, irrevocable and is not capable of termination or rescission by it in any circumstances;

(c)        it has the power and authority to carry on the activities in which it is engaged acquire Placing Shares and to execute and deliver all documents necessary for such subscription;

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

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

(i)         it is a person who is a "qualified investor" within the meaning of paragraph 15 of schedule 1 of POATR who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or is a person to whom the Placing Shares may otherwise lawfully be offered, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations and is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook; and

(ii)        in the case of any Placing Shares acquired by it as a financial intermediary as that term is used in Article 2(d) of the Prospectus Regulation or Regulation 7(4) of the POATR as applicable:

A)  any 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the EEA which has implemented the Prospectus Regulation, or in the UK, as applicable, or in circumstances in which the prior consent of the Joint Bookrunners have been given to each such proposed offer or resale; or

B)  any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes 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;

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

(g)        it acknowledges that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on 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.  In addition, 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), Australia, Canada, Japan, New Zealand or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

(h)        it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing (including electronic copies thereof) in or into or from the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

(i)         it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act or the securities laws 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 exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and, in each case, in compliance with the securities laws of any state or other jurisdiction of the United States and no representation has been made as to the availability of any exemption under the US Securities Act or any relevant state or other jurisdiction's securities laws for the re-offer, re-sale, pledge or transfer of the Placing Share

(j)         it understands and acknowledges that the Placing Shares are being offered and sold by or on behalf of the Company outside of the United States in accordance with Regulation S. It is and the prospective beneficial owner of the Placing Shares is and, at the time the Placing Shares are subscribed for, will be outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act;

(k)        it has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S;

(l)         it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(i)         in an offshore transaction in accordance with Rules 903 or 904 of Regulation S; or

(ii)        pursuant to another exemption from registration under the US Securities Act, if available,

and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;

(m)      it and/or each person on whose behalf it is participating: (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations;

(n)        has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix 1) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee);

(o)        does so agree to the terms set out in this Appendix 1 and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Appendix 1 on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee) and is and will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee of the Placing (whether or not it is acting on behalf of another person);

(p)        it is acquiring the Placing Shares for its own account or if it is acquiring the Placing Shares on behalf of another person it confirms that it exercises sole investment discretion in relation to such other person's affairs and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

(q)        it understands (or if acting on behalf of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix 1;

(r)        no prospectus or offering document has been or will be prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Share;

(s)        it has made its own assessment of the Company, the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has relied on that investigation for the purposes of its decision to participate in the Placing.  It has not relied on (i) any investigation that the Joint Bookrunners or any person acting on the Joint Bookrunners' behalf may have conducted with respect to the Company, the Placing or the Placing Shares; or (ii) any other information given or any other representations, statements or warranties made at any time by any person in connection with the Company, the Placing, the Placing Shares or otherwise;

(t)         none of the Joint Bookrunners, the Company or any of their respective affiliates, agents, consultants, directors, employees, officers or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person in addition to the information in this Announcement; nor has it requested the Joint Bookrunners, the Company or any of their respective affiliates, agents, consultants, employees, directors or officers or any person acting on behalf of any of them to provide it with any such information;

(u)        the content of this Announcement has been prepared by and is exclusively the responsibility of the Company.  Neither the Joint Bookrunners nor any persons acting on behalf of them are responsible for or have or shall have any responsibility or liability for any information, representation, warranty or statement, written or oral relating to the Company and either contained in this Announcement or any information previously or concurrently published by or on behalf of the Company.  The Joint Bookrunners 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 otherwise.  None of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers has made any representation or warranty to the Placee, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information in this Announcement.  Nothing in this Appendix 1 shall exclude any liability of any person for fraudulent misrepresentation made by that person;

(v)        the only information on which it is entitled to rely and on which it has relied in committing to acquire the Placing Shares is publicly available information previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement taken together with information contained in this Announcement and the terms and conditions contained within this Appendix 1.  It has satisfied itself that such information is still current and is all that it deems necessary to make an investment decision in respect of the Placing Shares;

(w)       it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners, any of their affiliates or any person acting on their behalf and understands that (i) neither of the Joint Bookrunners nor any of their affiliates nor any person acting on their behalf has or shall have any responsibility or liability for (x) public information or any representation; or (y) 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 (ii) neither the Joint Bookrunners nor any of their affiliates nor any person acting on their 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;

(x)        it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges, agrees and undertakes that it will make payment to the relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Appendix 1 on the due times and dates set out in this Appendix 1 or the relevant trade confirm, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Bookrunners may, in their absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Appendix 1) which may arise upon the sale of such Placee's Placing Shares on its behalf;

(y)        it, or the person specified by it for registration as a holder of the Placing Shares will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of any of the Placing Shares or the agreement to acquire the Placing Shares and shall indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee (or the person specified by it for registration as holder of the Placing Shares) until settlement with it in accordance with its standing settlement instructions;

(z)        the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in those sections and that it, or the person specified by it for registration as holder of the Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability, and 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;

(aa)      it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Joint Bookrunners have not approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

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

(cc)      none of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers or any person acting on behalf of any of them are making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties contained in the Placing Agreement nor the exercise or performance of the Joint Bookrunners' rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. Its participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners and the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, and any payment by it will not be treated as client money governed by the rules of the FCA;

(dd)      each of the Joint Bookrunners and each of their affiliates, each acting as an investor for its or their own account(s), may, in accordance with applicable legal and regulatory provisions, bid or acquire Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in this Appendix 1 to the Placing Shares being offered, acquired or otherwise dealt with should be read as including any offer to, or acquisition or dealing by, each of the Joint Bookrunners and/or any of their affiliates, acting as an investor for its or their own account(s).  Neither of the Joint Bookrunners nor the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

(ee)      it will not make any offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of Regulation 7 of the POATR or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Regulation;

(ff)       it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

(gg)      it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

(hh)      it has not relied on any "inside information" as defined in the UK MAR concerning the Company in accepting any invitation to participate in the Placing;

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

(jj)        it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Appendix 1 and in the trade confirm will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

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

(ll)        it irrevocably appoints any duly authorised officer of either of the Joint Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Appendix 1;

(mm)   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 acquiring the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates 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 and has no need for liquidity with respect to its investment in the Placing Shares; (iii) 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 to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (iv) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk; and (v) it has relied solely on its own investigation, 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 the Joint Bookrunners, and (vi) it will not look to either of the Joint Bookrunners, any of their Affiliates or their respective Representatives or any person acting on behalf of any of them for all or part of any such loss or losses it or they may suffer;

(nn)      information provided by it to the Company and the Registrar will be stored on the Company's and/or the Registrars' computer system(s), and acknowledges and agrees that for the purposes of the Data Protection Act 2018 and other relevant data protection legislation which may be applicable (the "Data Protection Law"), the Company and the Registrars are required to specify the purposes for which they will hold personal data; and that it has obtained the consent of any data subjects to the Registrars and the Company and their respective associates holding and using their personal data for the Purposes (as defined below).  For the purposes of this Announcement, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law.  The Company and the Registrars will only use such information for the purposes set out below (collectively, the "Purposes"), being to:

(i)         process its personal data (including sensitive personal data) as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it;

(ii)        communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;

(iii)       provide personal data to such third parties as the Company or the Registrars may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA;

(iv)       without limitation, provide such personal data to the Company or the Joint Bookrunners for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA; and

(v)        process its personal data for the Company's or Registrars' internal administration;

(oo)      the Company, the Joint Bookrunners and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Joint Bookrunners, on their own behalf and on behalf of the Company and are irrevocable, and agrees that if any of the representations and agreements deemed to have been made by it by its acquisition of Placing Shares, are no longer accurate, it shall promptly notify the Company and the Joint Bookrunners;

(pp)      time is of the essence as regards its obligations under this Appendix 1;

(qq)      any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners; and

(rr)       the terms and conditions in this Appendix 1 and all documents into which this Announcement is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute 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 the Company or the Joint Bookrunners 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; and

(ss)      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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective affiliates, agents, consultants, directors, employees and officers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of any of the acknowledgements, agreements, representations, undertakings and warranties given by the Placee (and any person acting on such Placee's behalf) in this Appendix 1 or incurred by the Joint Bookrunners, the Company or any of their respective affiliates, agents, consultants, directors, employees or officers arising from the performance of the Placee's obligations as set out in this Appendix 1, and further agrees that the provisions of this Appendix 1 shall survive completion of the Placing.

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

1.2       Each Placee should seek its own advice as to whether any of the above tax liabilities may arise.

1.3       The acknowledgements, representations, undertakings and warranties contained in this Appendix 1 are given to each of the Joint Bookrunners for themselves and as agents on behalf of the Company and are irrevocable and will survive completion of the Placing.

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

When a Placee or any person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with either of the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA.  Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by it in the course of its own business and the Placee will rank only as a general creditor of the relevant Joint Bookrunner.

References to time in this Appendix 1 are to London time, unless otherwise stated.  All times and dates in this Appendix 1 may be subject to amendment.

APPENDIX 2 - DEFINITIONS

DEFINITIONS

The following definitions apply throughout this document (including the Notice of General Meeting) unless the context requires otherwise:

"ABB"	the accelerated bookbuild process
"Admission"	the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Admission Application"	the application of the Company to the London Stock ‎Exchange for Admission in the form required by the AIM Rules in relation to the New Ordinary Shares
"Affiliates"	means (i) any person's agents, directors, officers, employees or consultants, or (ii) to the extent not contained within (i), any person connected with such person as defined in FSMA
"AIM"	the AIM market of the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies or, as applicable, the AIM Rules for Nominated Advisers, published by the London Stock Exchange, as amended from time to time
"Announcement"	this announcement (including the appendices)
"Articles"	the articles of association of the Company as amended on 28 July 2020
"Business Day"	any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday
"certificated form" or "in certificated form"	an ordinary share recorded on a company's share register as being held in certificated form (namely, not in CREST)
"Closing Price"	18.5 pence, representing the closing middle market quotation of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange on 24 June 2026
"Company" or "Cirata"	Cirata plc, incorporated in Jersey under registered number 110497
"Conditions"	the conditions to the obligations of the Joint Bookrunners to the placing of the Placing Shares included in the Placing Agreement and as set out in this Announcement
"CREST"	the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and holding shares in uncertificated form, in respect of which Euroclear UK & International is the operator
"CREST member"	a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)
"Directors" or "Board"	the directors of the Company as at the date of this document
"EEA"	European Economic Area
"Euroclear"	Euroclear UK & International Limited, the operator of CREST
"EUWA"	European Union (Withdrawal) Act 2018 (as amended)
"Existing Ordinary Shares"	the 126,448,655 Ordinary Shares in issue in the capital of the Company as at the date of this document, all admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"FCA Rules"	the FCA Handbook of Rules and Guidance
"FSMA"	Financial Services and Markets Act 2000, as amended from time to time
"Fundraising"	together, the Placing and the Subscription
"General Meeting"	the general meeting of the Company to be held at the offices of Brown Rudnick LLP, 8 Clifford Street, London, W1S 2LQ at 11.00 a.m. on 24 July 2026 at which the GM Resolutions are to be proposed
"GM Circular"	the shareholder circular to be posted to shareholders shortly following the close of the Retail Offer giving details of the Placing, the Retail Offer and the Subscription and containing a notice of a general meeting
"GM Resolutions"	means the resolutions 1 and 2 to be proposed at the General Meeting as set out in the GM Circular
"Group"	the Company, its subsidiary undertakings and any other company in which the Company and/or any of its subsidiary undertakings holds an equity interest and "Group Company" means a member of the Group
"Issue Price"	15 pence per New Ordinary Share
"Joint Bookrunners"	Stifel and Panmure Liberum
"London Stock Exchange"	London Stock Exchange Group plc
"Long Stop Date"	11 August 2026 (or such later date as the Joint Bookrunners and the Company may agree in writing).
"New Ordinary Shares"	together, the Placing Shares, the Subscription Shares and the Retail Offer Shares
"Order"	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended
"Ordinary Shares"	ordinary shares of 10 pence each in the capital of the Company
"Panmure Liberum"	Panmure Liberum Limited, incorporated with company number 04915201, the Company's joint broker and joint bookrunner in relation to the Placing
"Placee"	each person who is subscribing for Placing Shares at the Issue Price procured by the Joint Bookrunners pursuant to the Placing
"Placing"	the conditional placing of the Placing Shares by way of ABB at the Issue Price by Stifel and Panmure Liberum as described in this document
"Placing Agreement"	the conditional placing agreement dated 25 June 2026 between Stifel, Panmure Liberum and the Company
"Placing Results Agreement"	the agreement that may be entered between the Company and the Joint Bookrunners providing final details of the Placing
"Placing Results Announcement"	the press announcement in the agreed form giving details of the results of the Placing
"Placing Shares"	approximately 15,333,333 new Ordinary Shares that are the subject of the Placing
"POATR"	The Public Offers and Admissions to Trading Regulations 2024/105 (as amended from time to time);
"Prospectus Regulation"	EU Prospectus Regulation (which means Regulation (EU) 2017/1129 as amended and/or supplemented from time to time and includes any relevant implementing measure in any member state)
"Registrar"	MUFG Corporate Markets Limited
"Regulation S"	Regulation S under the US Securities Act
"Regulations"	Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements
"RetailBook Platform"	the online capital markets platform operated by Retail Book Limited, via which the Retail Offer is being conducted
"Retail Offer"	the proposed conditional retail offer to Shareholders via the RetailBook Platform to raise up to £0.38 million (before expenses) at the Issue Price
"Retail Offer Shares"	up to 2,533,333 new Ordinary Shares to be issued and allotted pursuant to the terms of the Retail Offer
"Shareholders"	the holders of Ordinary Shares from time to time
"Stifel" or "Nominated Adviser"	Stifel Nicolaus Europe Limited, in its capacity as the Company's nominated adviser and separately as joint broker and joint bookrunner in relation to the Placing
"Subscription"	the subscription by the subscribers for the Subscription Shares at the Issue Price
"Subscription Agreements"	the subscription agreements dated the date of this Announcement, between the Company and certain existing shareholders of the Company, (including certain Directors and members of senior management of the Company) and pursuant to such agreements each of them has respectively agreed to apply to subscribe for Subscription Shares
"Subscription Shares"	The approximately 15,333,333 new Ordinary Shares to be issued and allotted to certain existing shareholders of the Company at the Issue Price in accordance with the Subscription Agreements
"uncertificated" or "in uncertificated form"	an ordinary share held in uncertificated form in CREST, transferable via the Uncertificated Securities Regulations 2001
"United Kingdom" or "UK"	The United Kingdom of Great Britain and Northern Ireland
"UK MAR"	EU MAR as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented
"United States"	the United States of America, its territories and possessions, any state of the United States or the District of Columbia
"US Securities Act"	the United States Securities Act of 1933, as amended
"£", "pounds", "sterling", "pence" or "p"	the lawful currency of the United Kingdom

 

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