Acquisitions and Fundraise to raise up to £6.6m
Summary by AI BETAClose X
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF LIGHT SCIENCE TECHNOLOGIES HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT IN RESPECT OF LIGHT SCIENCE TECHNOLOGIES HOLDINGS PLC AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
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 AS AMENDED BY THE EUROPEAN UNION (WITHDRAWAL) ACT 2020 ("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 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.
Light Science Technologies Holdings plc
("LSTH", "Light Science", the "Company" or the "Group")
Proposed Acquisitions and
Placing and Retail Offer to raise up to £6.6 million
Creating a platform for sustained high margin profitable growth
Light Science Technologies Holdings plc (AIM: LST), the innovative technology and manufacturing business providing real-world solutions targeting issues including global food security and fire safety, announces entry into conditional agreements to acquire: (i) 100% of the share capital of RLUK Injection Ltd ("RLUK Injection") (including its wholly owned subsidiary, Injectaclad Ltd ("Injectaclad")); and (ii) the remaining 10% minority interest in UK Circuits and Electronics Solutions Limited ("UK Circuits") not already owned by UK Circuits and Electronics Solutions Holdings Ltd ("UK Circuits Holdings"), a subsidiary of the Company (the "UK Circuits Acquisition"), as well as the Property for a total maximum cash consideration of up to £5.37 million (the "Acquisitions"). The Consideration will be funded through a placing (the "Placing") and a separate retail offer (the "Retail Offer") (the "Fundraising") to raise up to £6.6 million (before expenses) at an issue price of 1 pence per share (the "Issue Price").
Highlights of the Acquisitions
Injectaclad Acquisition
· Cash consideration of up to £4.8 million comprising an initial payment of £3.0 million, deferred consideration of £1.0 million and up to £0.8 million in contingent consideration dependent on the achievement of certain agreed revenue targets
o Enhanced ability to monetise and scale the Company's Passive Fire Protection ("PFP") division in the UK and potentially internationally
o Increased access to target market and cavity fire remediation projects
o New revenue stream as a supplier of materials to Injectaclad installers
o Secures supply chain for PFP
UK Circuits Acquisition
· Acquisition of remaining 10% minority interest in UK Circuits for cash consideration of £0.27 million and the Property for cash consideration of £0.3 million plus VAT
o Consolidates ownership of the Company's Contract Electronics Manufacturing ("CEM") division and eliminates annual rental costs
o Underpins CEM's strategy to target higher-margin defence and medical revenues
o Establishes a northern base for PFP, enabling further geographic expansion
· Compelling sales, cost synergies and strategic growth opportunities across all divisions
· Strengthened balance sheet for the enlarged Group to facilitate large contract wins
Summary of Fundraising
· Placing of £6.0 million comprised as follows:
o Firm Placing using existing share authorities to raise approximately £0.7 million; and
o Conditional Placing subject to shareholders' approval to raise approximately £5.3 million
· Retail Offer to enable existing retail shareholders to participate at the Issue Price to raise up to an additional £0.6 million; separate announcement will be made in relation of the Retail Offer (the "Retail Offer Announcement").
· The Conditional Placing and the Retail Offer are conditional on, among other things, shareholder approval of the Resolutions at the Company's General Meeting expected to be held at The Byre, Ednaston Park Business Centre, Painters Lane, Ednaston, Ashbourne, DE6 3FA at 10.00 a.m. on or around 9 April 2026. A separate announcement will be made in relation to the General Meeting.
Shore Capital Stockbrokers Limited (the "Bookrunner") is acting as sole Bookrunner in connection with the Placing.
The Placing will be effected by way of an accelerated bookbuild (the "Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out at the appendix at the end of this Announcement.
The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of the Bookrunner, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Bookrunner and the Company at the close of the Bookbuild. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing Shares are not part of the Retail Offer, and the Placing is not conditional on the Retail Offer.
Strategic Rationale
The Company has agreed the conditional acquisition of cavity fire barrier remediation system RLUK Injection, the holding company of Injectaclad, for up to £4.8 million, enhancing its ability to win and service opportunities within the PFP division. The Company's PFP division is already an installer of Injectaclad, and the acquisition of RLUK Injection will secure the intellectual property and supply chain for this critical product, enabling LSTH to capture a greater share of the value chain and accelerate the growth of the PFP division. The acquisition is expected to enhance the Group's reputation as an industry leader in passive fire protection and open up new opportunities for expansion in the UK and potentially internationally.
During the 10-month period ended 31 October 2025 Injectaclad generated unaudited revenues of £1.17 million and profit before tax of £0.26 million.
The UK Circuits Acquisition will consolidate the Company's ownership of this important division, providing full control over strategic decision-making and operational management. The Board views the increased capacity as a strategic opportunity to further increase exposure to the defence and medical sectors within the CEM division as part of its broader focus on targeting higher margin opportunities.
The acquisition of the Property also enables the Company to establish a northern base for the PFP division, enabling further geographic expansion in the North-West corridor, and will also be used to set up a distribution base and training centre for the PFP division.
Simon Deacon, CEO of Light Science, commented: "We are extremely excited by the growth opportunity across all of our divisions and believe that these acquisitions will strengthen our ability to increase the Group's margin profile and to generate profits and cash. We are well positioned to scale rapidly across all parts of the Group and post completion will have the balance sheet strength to win and service larger contracts and generate increasing levels of recurring revenues.
"By leveraging the opportunity across our key markets we are targeting mid-term Group revenues of c.£50m via both organic and inorganic growth. We believe the enlarged Group will be strongly positioned to deliver significant shareholder value."
Further information on the Acquisitions, the Placing and the Retail Offer, including the expected timetable of principal events, is set out below.
Unless the context otherwise provides, capitalised terms used in this Announcement (including the appendix (the "Appendix" and together, this "Announcement")) have the meanings ascribed to them in the section headed "Definitions" in the Appendix at the end of this Announcement.
The Announcement should be read in full and in particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing. It is intended that the Retail Offer Shares will be subscribed for on the basis of the terms and conditions of the Retail Offer to be set out in the Retail Offer Announcement, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.
Expected timetable of principal events1
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20262 |
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Announcement of the Acquisitions and the Fundraising |
7.00 a.m. on 11 March |
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Publication and posting of the Circular |
By 5.00 p.m. on 13 March |
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First Admission and commencement of dealings on AIM in the Firm Placing Shares |
8.00 a.m. on 18 March |
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Latest time and date for receipt of completed Forms of Proxy and CREST voting instructions for the General Meeting |
10.00 a.m. on 7 April |
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General Meeting |
10.00 a.m. on 9 April |
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Announcement of the results of the General Meeting |
Following conclusion of the General Meeting on 9 April |
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Second Admission and commencement of dealings on AIM in the EIS/VCT Placing Shares |
8.00 a.m. on 13 April |
|
CREST accounts credited with the EIS/VCT Placing Shares in uncertificated form |
13 April |
|
Third Admission and commencement of dealings on AIM in the General Placing Shares and Retail Offer Shares |
8.00 a.m. on 14 April |
|
CREST accounts credited with the General Placing Shares and Retail Offer Shares in uncertificated form |
14 April |
|
Despatch of definitive share certificates for Fundraising Shares to be held in certificated form (where applicable) |
within 10 Business Days of the relevant Admission date |
Notes:
1. All of the above times are to London times. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by way of an announcement through a Regulatory Information Service.
2. Certain of the events in the above timetable are conditional upon, inter alia, the passing of the Resolutions to be proposed at the General Meeting.
For additional information please contact:
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Light Science Technologies Holdings plc Simon Deacon, Chief Executive Officer Jim Snooks, Chief Financial Officer Andrew Hempsall, Chief Operating Officer
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www.lightsciencetechnologiesholdings.com via Walbrook PR
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Shore Capital (Nominated Adviser and Broker) Stephane Auton / Tom Griffiths / George Payne
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+44 (0)20 7408 4050 |
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Walbrook PR Ltd (Media & Investor Relations) Nick Rome / Marcus Ulker |
Tel: +44 (0)20 7933 8780 or lst@walbrookpr.com |
Information on RLUK Injection
RLUK Injection is the holding company of Injectaclad, which owns the patented Injectaclad fire resistant graphite barrier system. This system is a solution for the retrospective installation of cavity fire barriers in buildings using a pumped system, thereby avoiding the need for full-scale façade removal. The Injectaclad system addresses a significant problem in the UK's built environment, where thousands of buildings require remediation to meet fire safety standards introduced in the wake of the Grenfell Tower disaster. The solution is not only cost-effective and non-invasive but also environmentally friendly, as it preserves existing building façades and minimises disruption to residents and building users.
The Company's PFP division is already an installer of Injectaclad, and the Injectaclad Acquisition will secure the intellectual property and supply chain for this critical product, enabling LSTH to capture a greater share of the value chain and accelerate the growth of the PFP division. The Injectaclad Acquisition is expected to enhance the Group's reputation as an industry leader in passive fire protection and open up new opportunities for expansion in the UK and potentially internationally.
The PFP division operates as a specialist installation business, benefiting from the Fire Safety Act 2021 and the Building Safety Act 2022, as well as the £6 billion Government-led fund for national remediation works. The division offers a cost-effective and environmentally friendly solution, generating strong cash flows and margins. It is positioned with international fire consultants' 3rd party accreditation and full compliance with statutory regulations, ensuring the safe evacuation of buildings. PFP currently has a quoted sales pipeline of approximately £24 million, pending approval from the Building Safety Regulator ("BSR"), and post-Completion will establish a base in Manchester at the CEM property. Its patented Injectaclad system provides a unique cavity barrier remediation solution, capable of expanding twenty times its size when exposed to heat, with a 50-year product lifespan. The product allows for rapid installation without façade removal, giving the division high margins and market control. With 12 approved installers nationwide and over 45 tests conducted by Warrington Fire across various cavity sizes and materials, the division is well placed to capitalise on the growing demand for safe, compliant, and efficient fire protection solutions.
The addressable market for the PFP division is estimated at £4.42 billion. The division's strategy is designed to close the gap between regulators and decision-makers, which has contributed to current BSR delays. This includes taking design responsibility through an employed fire engineer, performing large-scale product tests alongside numerous component-level assessments, and securing standardised technical details approved by the BSR. Engagement with fire engineers, architects, and end users will be increased, complemented by insurance-backed warranties offered at additional cost and publication of performance tests with the Institute of Fire Engineers and other industry bodies. On the industry side, all sales will be contracted via Injectaclad, retaining margins on installations, while the intention is to reduce the number of installers nationally from 12 to 6 (4 regional and 2 main contractors). Quality auditing will be centralised across all sites to maintain control and ensure consistent pricing based on meterage and cavity depth will ensure margin stability.
The table below sets out summary unaudited historical financial information for Injectaclad for the 3 years ended 31 December 2024 and 10 months ended 31 October 2025:
|
£'000 |
Unaudited Year ended 31 December 2022 |
Unaudited Year ended 31 December 2023 |
Unaudited Year ended 31 December 2024 |
Unaudited 10 months to 31 October 2025 |
|
Revenue |
254 |
985 |
1,423 |
1,167 |
|
Gross profit |
121 |
502 |
761 |
672 |
|
Gross profit margin |
47.5% |
50.9% |
53.5% |
57.6% |
|
Adjusted EBITDA |
9 |
285 |
471 |
444 |
|
Adjusted profit before tax |
9 |
267 |
457 |
430 |
|
Reported profit before tax |
9 |
237 |
457 |
257 |
|
|
|
|
|
|
|
Total Assets |
132 |
406 |
479 |
240 |
Summary terms of the Injectaclad Acquisition
The Company has entered into the RLUK Injection Acquisition Agreement to acquire the entire issued share capital of RLUK Injection, together with its wholly owned subsidiary, Injectaclad. The total maximum consideration payable is £4.8 million which is payable in cash and structured in several tranches to align with both immediate and future performance objectives. The initial consideration amounts to £3.0 million which is payable upon Injectaclad Completion.
In addition to the initial consideration payment, a further £1.0 million is payable as deferred consideration, twelve months after Injectaclad Completion. Furthermore, an additional £0.8 million may be payable as contingent consideration, subject to the achievement of defined sales revenue targets of £3.0 million in year 1; £4.0 million in year 2; and £5.0 million in year 3, following Injectaclad Completion.
The initial consideration of £3.0 million will be funded from the net proceeds of the Fundraising. Four of the largest Injectaclad Vendors by shareholding are a group of individuals with significant experience in the sector, and their continued involvement via an ongoing installer arrangement through a related party during the earn-out period is expected to facilitate a smooth transition and integration of the Injectaclad business into the Group. The RLUK Injection Acquisition Agreement includes standard warranties and indemnities in favour of the Company, providing protection against undisclosed liabilities and ensuring that the Company acquires the Injectaclad business that is free from material encumbrances.
The Injectaclad Acquisition will not result in any changes to the Board or fundamental changes to the business, as the Company is already an installer of Injectaclad products and an established participant in the passive fire protection market.
Information on UK Circuits
The Company is also acquiring the remaining 10% minority interest in UK Circuits, not already owned by UK Circuits Holdings, which comprises the CEM division of the Group, and the related leasehold property in Manchester. UK Circuits is a well-established provider of contract electronics manufacturing services, specialising in the design, procurement, and manufacture of high-quality printed circuit boards for a range of sectors, including audio, automotive, electronics, gas detection, lighting, pest control, and Agtech.
The UK Circuits Acquisition will consolidate the Company's ownership of this important division, providing full control over strategic decision-making and operational management. The acquisition of the leasehold property, which houses the CEM division, will eliminate annual rental costs of approximately £45,000 and unlock further value for Shareholders by increasing the total value of the CEM division and providing flexibility for future divestment or expansion. The Property will also be used to set up a distribution base and training centre for the PFP division. In the year ended 30 November 2024, UK Circuits made an audited profit before tax of £0.4 million on revenue of approximately £9.5 million and as at 31 May 2025 had unaudited net assets of approximately £0.6 million. The CEM division currently has a quoted sales pipeline of £0.7 million and forward orders totalling £2.1 million.
Summary terms of the UK Circuits Acquisition and Property Acquisition
The consideration payable for the minority interest in UK Circuits is £270,000, payable in cash to the UK Circuits Vendors on UK Circuits Completion. The UK Circuits Acquisition will result in UK Circuits Holdings owning 100% of UK Circuits, thereby consolidating the Company's control over the division and enabling more streamlined decision-making and operational management.
The Property Acquisition is being effected for a cash consideration of £300,000 plus VAT, payable to the Property Vendors on Property Completion. The Property is physically connected to other leasehold properties owned and already utilised by the Group, and the Property Acquisition will eliminate annual rental costs of approximately £45,000, thereby enhancing the profitability and value of the CEM division. The Property is already utilised by the Group, and the UK Circuit Acquisition will provide greater flexibility for future expansion or divestment.
Both the UK Circuits Acquisition and Property Acquisition are being funded from the net proceeds of the Fundraising. The UK Circuits Acquisition Agreement and the Property Acquisition Agreement both include customary warranties and indemnities in favour of the buyer, ensuring that the assets are acquired free from material encumbrances and that the buyer is protected against undisclosed liabilities. The acquisitions will not result in any changes to the Board or fundamental changes to the business, as LSTH, through UK Circuits Holdings, already owns 90% of UK Circuits and consolidates it into its accounts. £0.2 million from the net proceeds of the Fundraising will be utilised for improvements and conversion at the Property.
Current Trading
The Company expects to publish its audited full year results for the financial year ended 30 November 2025 ("FY25") in April 2026. During FY25, the Group continued to execute its growth strategy. Despite a challenging trading environment, the Group delivered total unaudited revenue of £8.6 million (FY24: £12.0 million), with an unaudited operating loss of £0.6 million (FY24: operating profit of £0.3 million). The CEM division contributed £6.3 million of revenue (FY24: £9.5 million) and £0.4 million of operating profit (FY24: £0.6 million), the AGT division £1.0 million of revenue (FY24: £0.8 million) and £0.3 million of operating loss (FY24: £0.5 million operating loss), and the PFP division £1.4 million of revenue (FY24: £1.8 million) and £0.3 million of operating profit (FY24: £0.6 million).
The Group's year-on-year revenue decreased, primarily reflecting lower sales from a key CEM division customer. Recovery in CEM has focused on securing defence and medical accreditations, while the PFP division pipeline is awaiting BSR approvals, which have been moved from the Health and Safety Executive to the Ministry of Housing, Communities and Local Government. The Group gross margin is uplifted, supported by strong margin contributions from the PFP and AGT divisions, with CEM targeting higher-margin defence and medical revenues. The Group's cash position at 30 November 2025 stood at £0.7 million (30 November 2024: £1.2 million), with fully utilised working capital facilities (FY24: £0.7 million). The 2026 financial year is expected to be cash generative for the Group.
Looking ahead, the Board believes that, should the Acquisitions and Fundraising complete as anticipated, the Enlarged Group will be well positioned to deliver enhanced financial performance. The Board expects that, following completion of the Acquisitions, the Enlarged Group will benefit from increased scale, broader market opportunities, and a strengthened balance sheet. Furthermore, the Board believes the Proposals will help advance the Group's five-year vision of achieving £50 million in revenue.
Details of the Placing
The Placing
The Company is proposing to raise gross proceeds of £6.0 million (before expenses) through a Placing of new Ordinary Shares, which is structured in three tranches to accommodate regulatory requirements.
The Placing comprises: (i) a Firm Placing; (ii) an EIS/VCT Placing; and (iii) a General Placing, with each tranche to be admitted to trading on AIM through separate admissions.
The Firm Placing Shares will be allotted and issued pursuant to the Company's existing share authorities from the AGM Resolutions and is conditional, amongst other things, upon the Company having complied with its obligations under the Placing Agreement to the extent the same fall to be performed prior to First Admission. The Firm Placing Shares will be allotted, issued and admitted to trading on as part of First Admission which is expected to be effective on 18 March 2026.
The EIS/VCT Placing Shares, which are expected to qualify for relief under the Enterprise Investment Scheme and Venture Capital Trust rules (with HMRC EIS advance assurance obtained), is conditional, amongst other things, upon: (i) the First Placing having occurred; (ii) the Resolutions set out in the Notice of General Meeting being approved by Shareholders and (iii) the Company having complied with its obligations under the Placing Agreement to the extent the same fall to be performed prior to Second Admission. The EIS/VCT Placing Shares will be allotted, issued and admitted to trading on AIM as part of Second Admission. Second Admission is expected to take place on 13 April 2026.
The General Placing Shares, representing the balance of the Fundraising, will be allotted, issued and admitted to trading on AIM as part of Third Admission. Third Admission is conditional, amongst other things, upon: (i) the EIS/VCT Placing having occurred; (ii) the Resolutions set out in the Notice of General Meeting being approved by Shareholders and (iii) the Company having complied with its obligations under the Placing Agreement to the extent the same fall to be performed prior to Third Admission. Third Admission is expected to take place on 14 April 2026.
The status of EIS Placing Shares as qualifying for EIS Relief will be conditional (amongst other things) on the qualifying conditions being satisfied, both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. The status of such VCT Placing Shares as a qualifying holding for VCT purposes will be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for VCT and/or EIS purposes (and indeed circumstances may arise where the Directors believe that the interests of the Group are not served by seeking to retain such status).
The Issue Price of 1 pence per Placing Share is a discount of 65.5 per cent. to the closing middle market price of 2.9 pence per Existing Ordinary Share on 10 March 2026, being the last Business Day prior to the announcement of the Proposals.
The Placing will be effected by way of an accelerated bookbuild (the "Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out at the appendix at the end of this Announcement.
The Placing is conditional upon the Placing Agreement between the Company and the Bookrunner not having been terminated in accordance with its terms. The Firm Placing is being carried out pursuant to the Company's existing shareholder authorities granted at the Company's 2025 Annual General Meeting.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Shore Capital, as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares. The Placing is not being underwritten.
The Placing Agreement contains customary warranties (in relation to, inter alia, the operation of the Group's business and the financial condition of the Group) and indemnities given by the Company to Shore Capital as well as customary rights of termination for a transaction of this nature. The Company will pay Shore Capital commission in respect of those Placees procured by Shore Capital.
Retail Offer
The Company also intends to carry out a separate retail offer of up to 60,000,000 new Ordinary Shares (the "Retail Offer Shares") at the Issue Price on the Bookbuild Platform to raise gross proceeds (before fees and expenses) of up to £600,000 (the "Retail Offer", and together with the Placing, the "Fundraising"). The Retail Offer will provide existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing. A separate announcement will be made in due course regarding the Retail Offer and its terms. The Retail Offer is conditional on the passing of the Resolutions at the General Meeting and Third Admission taking place.
Director participation in the Placing
Graham Cooley, Chairman, has indicated that he intends to subscribe for £125,000 of Placing Shares at the Issue Price. Further details will be set out in the announcement regarding the results of the Placing.
Admission, Dealings and Settlement on AIM
Application will be made to the London Stock Exchange for the First Placing Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings in the First Placing Shares will commence, and at 8.00 a.m. on 18 March 2026. It is expected that the relevant CREST accounts will be credited on the same day.
The Company will require further share authorities to allot the Conditional Placing Shares and Retail Offer Shares. Accordingly, the Conditional Placing and the Retail Offer are conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting of the Company, expected to be held at The Byre, Ednaston Park Business Centre, Painters Lane, Ednaston, Ashbourne on 9 April 2026 at 10:00 am. A Circular containing a notice of General Meeting will be published and notified to Shareholders in due course. The Circular and notice of General Meeting, once published, will be made available on the Company's website at https://lightsciencetechnologiesholdings.com/.
Application will be made to the London Stock Exchange for the Conditional Placing Shares and Retail Offer Shares to be admitted to trading on AIM. It is expected that (subject to passing of the Resolutions at the General Meeting) Second Admission will become effective and dealings in the Second Placing Shares will commence at 8.00 a.m. on 13 April 2026. The relevant CREST accounts are expected to be credited with the Second Placing Shares on the same day. It is expected that (subject to passing of the Resolutions at the General Meeting) Third Admission will become effective and dealings in the General Placing Shares and Retail Offer Shares will commence at 8.00 a.m. on 14 April 2026. The relevant CREST accounts are expected to be credited with the General Placing Shares and Retail Offer Shares on the same day.
The new Ordinary Shares will, on each respective Admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on new Ordinary Shares after First Admission, Second Admission and Third Admission respectively. Definitive share certificates in respect of the Placing Shares and the Retail Offer Shares will be despatched within 10 Business Days of the respective date of Admission.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), WHO ARE, UNLESS OTHERWISE AGREED BY THE BOOKRUNNER, "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) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE BOOKRUNNER, "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "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 (THE "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 INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER OR INVITATION TO BUY OR SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL. NO COPY OR PART OF THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO PERSONS IN A RESTRICTED JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION.
PERSONS DISTRIBUTING ANY PART OF THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS", AS DEFINED IN, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR ANY PART OF IT IN OR INTO 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; 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, NEW ZEALAND 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 AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE BOOKRUNNER, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AFFILIATES, ADVISORS, CONSULTANTS OR, IN THE CASE OF THE BOOKRUNNER, PERSONS CONNECTED WITH THEM AS DEFINED IN THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") (TOGETHER, "AFFILIATES") THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
ANY INDICATION IN THIS ANNOUNCEMENT OF THE PRICE AT WHICH THE COMPANY'S SHARES HAVE BEEN BOUGHT OR SOLD IN THE PAST CANNOT BE RELIED UPON AS A GUIDE TO FUTURE PERFORMANCE. THE PRICE AND VALUE OF SECURITIES CAN GO DOWN AS WELL AS UP. PERSONS NEEDING ADVICE SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER.
NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A PROFIT FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE COMPANY.
THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OR ITS OWN LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.
SHORE CAPITAL STOCKBROKERS LIMITED AND SHORE CAPITAL AND CORPORATE LIMITED, EACH OF WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") (TOGETHER ("SHORE CAPITAL"), ARE ACTING SOLELY FOR THE COMPANY AND NO-ONE ELSE IN CONNECTION WITH THE PLACING AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS A CLIENT IN RELATION TO THE PLACING AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT. SHORE CAPITAL IS NOT RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF SHORE CAPITAL OR FOR PROVIDING ADVICE IN CONNECTION WITH THE CONTENTS OF THIS ANNOUNCEMENT, THE PLACING TRANSACTIONS AND THE ARRANGEMENTS DESCRIBED HEREIN.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. RECIPIENTS OF THIS ANNOUNCEMENT SHOULD EXERCISE CAUTION IN RELATION TO THE PLACING IF THEY ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS ANNOUNCEMENT AND SEEK INDEPENDENT PROFESSIONAL ADVICE.
BY PARTICIPATING IN THE PLACING, EACH PLACEE IS DEEMED TO HAVE READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY AND TO BE MAKING SUCH OFFER TO ACQUIRE PLACING SHARES ON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN THIS ANNOUNCEMENT AND TO BE PROVIDING THE REPRESENTATIONS, WARRANTIES, UNDERTAKINGS, AGREEMENTS AND ACKNOWLEDGEMENTS CONTAINED IN THIS APPENDIX.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with the Bookrunner. Pursuant to the Placing Agreement, the Bookrunner has, subject to the terms set out in such agreement, agreed to use its reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares. The Bookrunner will commence the Bookbuild immediately following the release of this Announcement to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing. The Placing is not being underwritten (in whole or in part) by the Bookrunner or any other person.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with each other and with the existing issued Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Applications for Admission and Dealings
Applications will be made for (a) the Firm Placing Shares to be admitted to trading on AIM ("First Admission"); (b) the EIS/VCT Placing Shares to be admitted to trading on AIM ("Second Admission"); and (c) the General Placing Shares to be admitted to trading on AIM ("Third Admission") (together, the "Applications", "Admissions" and each, an "Admission").
First Admission, and dealings in the Firm Placing Shares, are expected to occur at 8.00 a.m. on 18 March 2026 (or such later time and/or date as the Bookrunner may agree, being not later than 8.00 a.m. on 25 March 2026) (the "First Admission Date").
Second Admission and dealings in the EIS/VCT Placing Shares, are expected to occur at 8.00 a.m. on 13 April 2026 (or such later time and/or date as the Bookrunner may agree, being not later than 8.00 a.m. on 20 April 2026) (the "Second Admission Date").
Third Admission, and dealings in the General Placing Shares, are expected to occur at 8.00 a.m. on 14 April 2026 (or such later time and/or date as the Bookrunner may agree, being not later than 8.00 a.m. on 21 April 2026) (the "Third Admission Date").
Principal terms of the Placing
1. The Bookrunner is acting as bookrunner, broker and agent of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.
2. Participation in the Bookbuild will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates are entitled to enter bids in the Bookbuild as principal.
3. The subscription price per Placing Share (the "Placing Price") is a price of 1 pence and is payable to the Bookrunner by all Placees. No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
4. The completion of the Bookbuild will be determined by the Bookrunner and the Company in their absolute discretion and the results of the Placing shall then be announced on a Regulatory Information Service as soon as is practicable following completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at the Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for.
6. The Bookbuild is expected to close later today but may be closed earlier or later at the absolute discretion of the Bookrunner and the Company. The Bookrunner may, in agreement with the Company, accept bids either in whole or in part that are received after the Bookbuild has closed and allocate Placing Shares after the time of any initial allocation to any person submitting a bid after time.
7. Each prospective Placee's allocation will be determined together by the Bookrunner and the Company, in their absolute discretion, and will be confirmed orally or in writing by the Bookrunner to such Placees, and a form of confirmation will be dispatched thereafter and the terms and conditions of this Appendix will be deemed incorporated into the form of confirmation.
8. The Bookrunner's oral and/or written confirmation (which may be by email) to any person of an allocation of Placing Shares will give rise to an immediate, separate, irrevocable and legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner and the Company, under which it agrees and is obligated to: (a) acquire the number of Placing Shares allocated to it; and (b) pay the Bookrunner (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to it and that the Company has agreed to allot and issue to that Placee, on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Bookrunner's and the Company's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares for which Placees have been procured. Each Placee's obligation will be owed to the Company and to the Bookrunner.
9. Subject to paragraphs 4 and 5 above, the Bookrunner and the Company may choose to accept bids, either in whole or in part, on the basis of allocations determined at their absolute discretion and may scale down any bids for this purpose on such basis as they may determine.
10. The Company reserves the right (upon agreement with the Bookrunner) to reduce or seek to increase the amount to be raised pursuant to the Placing.
11. Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunner's and the Company's consent, will not be capable of variation or revocation after the time at which it is submitted.
12. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner 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.
13. Irrespective of the time at which the 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".
14. If a Placee subscribes for EIS/VCT Placing Shares, such Placee understands and acknowledges that:
14.1 its obligations and rights under the Placing in respect of such EIS/VCT Placing Shares are conditional on the Second Placing having become unconditional but are not conditional on the Third Placing (i.e. of the General Placing Shares) having also become unconditional;
14.2 it is anticipated that the EIS/VCT Placing Shares will be allotted and issued at or before 8.00 a.m. on the Second Admission Date (envisaged to be on the business day immediately prior to the Third Admission Date) and that Second Admission will occur, and dealings in respect of the EIS/VCT Placing Shares will commence, at 8.00 a.m. on the Second Admission Date;
14.3 subject to all of the conditions in the Placing Agreement relating to the Third Placing having been fulfilled, it is anticipated that the General Placing Shares will be allotted and issued at 8.00 a.m. on the Third Admission Date and that Third Admission will occur, and dealings in respect of the General Placing Shares will commence, at 8.00 a.m. on the Third Admission Date; and
14.4 Placees acquiring EIS/VCT Placing Shares should therefore be aware of the possibility that the EIS/VCT Placing Shares might be issued and that none of the remaining Placing Shares are issued. Consequently, even if the EIS/VCT Placing Shares have been issued, there is no guarantee that the placing of the General Placing Shares will become unconditional or that Third Admission will occur.
15. All obligations under the Placing will be subject to fulfilment (or where applicable, waiver) of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Rights to terminate under the Placing Agreement".
16. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
17. All times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.
18. To the fullest extent permissible by applicable law and regulation, neither the Bookrunner nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise in respect of the Placing. In particular, neither the Bookrunner nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of its conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.
Conditions of the Placing
The obligations of the Bookrunner under the Placing Agreement are, and the Firm Placing is, conditional, amongst other things, on:
1. the fulfilment by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to First Admission;
2. the Circular having been published and made available to Shareholders by no later than 5.00 p.m. on 13 March 2026 or as soon as reasonably practicable thereafter) and a copy thereof being posted on the Company's website in accordance with Rule 26 of the AIM Rules;
3. the publication of the results of the Placing via a Regulatory Information Service by no later than 5.00 p.m. on 11 March 2026 (or such later time and/or date as the Company and the Bookrunner may agree) (the "Placing Results Announcement");
4. the Placing Agreement not having been terminated by the Bookrunner, in accordance with its terms, prior to First Admission;
5. the execution by the Company and the Bookrunner of the placing supplement setting out the final number of the Placing Shares to be issued at the Placing Price pursuant to the Placing (the "Placing Supplement") and the allocation of such Firm Placing Shares to Placees by no later than 4.30 p.m. on 11 March 2026 or such later time and/or date as the Company and the Bookrunner may agree in their absolute discretion;
6. First Admission occurring by no later than 8.00 a.m. on 18 March 2026 or such later date as the Bookrunner may decide, in any event being not later than 8.00 a.m. on 25 March 2026; and
7. the delivery by the Company of certain customary documents to the Bookrunner as required under the terms of the Placing Agreement.
The Bookrunner's obligations under the Placing Agreement in respect of the EIS/VCT Placing Shares are, and the Second Placing is, conditional on, inter alia:
1. the execution by the Company and the Bookrunner of the Placing Supplement by no later than 4.30 p.m. on 11 March 2026 (or such later time and/or date as the Company and the Bookrunner may agree);
2. the publication of the Placing Results Announcement;
3. the Circular having been published and made available to Shareholders by no later than 5.00 p.m. on 13 March 2026 (or as soon as reasonably practicable thereafter) and a copy thereof being posted on the Company's website in accordance with Rule 26 of the AIM Rules;
4. the EIS/VCT Placing Shares having been allotted and issued by the Company, subject only to Second Admission, at or before 8.00 a.m. on the Second Admission Date or such later date as the Bookrunner may decide, in any event being no later than 8.00 a.m. on 31 March 2026;
5. the General Meeting having been duly convened and held and the Resolutions having been duly passed without material amendment by the requisite majorities;
6. the Company having complied with its obligations under the Placing Agreement to the extent that such obligations are required to be performed prior to Second Admission;
7. Admission of the EIS/VCT Placing Shares taking place by no later than 8.00 a.m. on the Second Admission Date or such later date as the Bookrunner may decide, in any event being no later than 8.00 a.m. on 20 April 2026;
8. the Placing Agreement not having been terminated by the Bookrunner, in accordance with its terms, prior to Second Admission; and
9. the delivery by the Company of certain customary documents to the Bookrunner as required under the terms of the Placing Agreement.
The Bookrunner's obligations under the Placing Agreement in respect of the General Placing Shares are, and the Third Placing is, conditional on, inter alia:
1. all the conditions in the Placing Agreement relating to the Second Placing having been fulfilled (or, where applicable, waived);
2. the General Placing Shares having been allotted and issued by the Company, subject only to Third Admission, at or before 8.00 a.m. on the Third Admission Date or such later date as the Bookrunner may decide, in any event being no later than 8.00 a.m. on 21 April 2026;
3. the Company having complied with its obligations under the Placing Agreement to the extent that such obligations are required to be performed prior to Third Admission;
4. Admission of the General Placing Shares taking place by no later than 8.00 a.m. on the Third Admission Date or such later date as the Bookrunner may decide, in any event being no later than 8.00 a.m. on 21 April 2026;
5. the Placing Agreement not having been terminated by the Bookrunner, in accordance with its terms, prior to Third Admission; and
6. the delivery by the Company of certain customary documents to the Bookrunner as required under the terms of the Placing Agreement.
If (a) any of the conditions to the Placing Agreement are not fulfilled (or, to the extent permitted under the Placing Agreement, waived by the Bookrunner) by the relevant time or date (if any) specified in the Placing Agreement (or such later time or date as the Company and the Bookrunner may agree); or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and terminate at such time and no claim may be made by or on behalf of a Placee in respect thereof. The Bookrunner may, at its absolute discretion, waive, in whole or in part, the satisfaction of any condition in connection with the Placing (other than, in respect of any of the Placing Shares, the occurrence of Admission in respect of those shares), by giving written notice to the Company. The Bookrunner may also waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (other than in respect of any of the Placing Shares, the occurrence of the relevant Admission in respect of those shares). The Bookrunner may also extend the period for satisfaction of the conditions.
Neither the Company, nor the Bookrunner nor any of their respective affiliates shall have any liability to any Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement 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 Company and/or the Bookrunner. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. Placees will have no rights against either of the Bookrunner, 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 below under "Rights to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.
The Bookrunner's oral and/or written confirmation (which may be by email) to any person of an allocation of Placing Shares will give rise to an immediate, separate, irrevocable and legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner and the Company.
Rights to terminate under the Placing Agreement
The Bookrunner may, at any time before any Admission, terminate its obligations under the Placing Agreement by giving notice to the Company if, inter alia, in the opinion of the Bookrunner:
1. any statement contained in this Announcement, or certain of the other documents delivered in relation to the Placing, has become untrue, inaccurate or misleading or any matter has arisen which would, if such documents were issued or entered into at that time, constitute a material omission from such documents or any of them and which the Bookrunner considers to be material and adverse in the context of the Placing, First Admission and/or Second Admission and/or Third Admission;
2. any of the warranties in the Placing Agreement was breached or was untrue, inaccurate or misleading when made and/or that any of such warranties have ceased to be true or accurate or has become misleading in each case by reference to the facts and circumstances subsisting at the time; or
3. there are any facts or circumstances existing giving an entitlement on the part of the Bookrunner or its affiliates or associates to make a claim under the indemnification provisions in the Placing Agreement; or
4. the Company has not complied, or cannot comply with any of its obligations under the Placing Agreement or certain other agreements or documents relating to the Placing and/ or any of the Admissions; or
5. a material adverse change in respect of the Company or its group has occurred (whether or not foreseeable at the date of the Placing Agreement); or
6. any of various events of force majeure has occurred which would in the opinion of the Bookrunner, acting in good faith, be likely to prejudice the success of the Placing (or any part of it), dealings in the Ordinary Shares following any of the Admissions or which makes it impractical or inadvisable to proceed with the Placing (or any part of it) in the manner contemplated in this Announcement or certain other agreements or documents relating to the Placing; or
7. any of the Applications for Admission of the Placing Shares is refused by the London Stock Exchange.
Following First Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Firm Placing Shares. Following Second Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the EIS/VCT Placing Shares. Following Third Admission, the Placing Agreement is not capable of termination to the extent it relates to the Placing of any of the General Placing Shares. For the avoidance of doubt, First Admission is not conditional on Second Admission taking place and Second Admission is not conditional on Third Admission taking place.
Upon termination, the Company and the Bookrunner shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner (acting in good faith where required) and that the Bookrunner will not need to make any reference to the Placees in this regard and that to the fullest extent permitted by law the Bookrunner, the Company and their respective affiliates shall not have any liability whatsoever to the Placees in connection with any such exercise.
Lock-up
The Company has undertaken that it shall not between the date of the Placing Agreement, and the date falling 120 days after Admission, allot or issue any Ordinary Shares (or any other interest therein or in respect thereof) or issue any options over Ordinary Shares (or any securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares) except in respect of the issuance of the Placing Shares and save, inter alia (i) for the grant of any options over, or issuance of, the Company's Ordinary Shares in connection with the grant or exercise of options under the Company's share option plans; or (ii) with the prior written consent of the Bookrunner.
No prospectus
No offering document or prospectus has been or will be prepared, submitted or approved by the FCA, the London Stock Exchange or any other authority in relation to the Placing and no such prospectus is required to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement and the business and financial information that the Company is required to publish in accordance with the Market Abuse Regulation (EU) No.596/2014 ("MAR"), the retained UK law version of MAR pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310) ("UK MAR") and the rules and practices of the London Stock Exchange and or the FCA (collectively the "Exchange Information") or has (or will have prior to Admission) published via a Regulatory Information Service ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph). Placees' commitments will also be subject to the further terms set forth in the form of confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, acknowledges and agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than (a) the Exchange Information and/or Publicly Available Information and (b) the amount of the relevant Placing participation in the oral and/or written confirmation given to Placees), representation, warranty or statement made by or on behalf of the Company, the Bookrunner, their respective affiliates or any other person. None of the Bookrunner, nor the Company, nor their respective affiliates nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by either of the Bookrunner, the Company or any of their respective affiliates.
Each Placee, by accepting a participation in the Placing, also acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Bookrunner are making any undertaking, representation or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BNDQJN14) will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+3 basis unless otherwise notified by the Bookrunner, and is expected to occur (a) on the First Admission Date (expected to be 18 March 2026) for the Firm Placing Shares; (b) on the Second Admission Date (expected to be 13 April 2026) for the EIS/VCT Placing Shares and (c) on the Third Admission Date (expected to be 14 April 2026) for the General Placing Shares. The Bookrunner reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. The Bookrunner may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit.
Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the Bookrunner.
A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on the Bookrunner's receipt of payment in full for such Placing Shares by the relevant time to be stated in the form of confirmation referred to above, or by such later time and date as the Bookrunner and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation's terms.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations: (a) the Company may elect at its discretion to be released from all obligations with respect to the issue of all or any such Placing Shares to such Placee; and/or (b) the Bookrunner may sell (and is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Bookrunner; (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares; (ii) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf; and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (c) such Placee shall remain liable to the Bookrunner for the full amount of any losses or shortfall and of any costs which they may suffer or incur as a result of it: (i) not receiving payment in full for such Placing Shares by the required time; and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on the Bookrunner all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions which the Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Bookrunner nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to each of the Bookrunner and the Company, in each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms and conditions of the Placing as referred to and included in this Announcement (including this Appendix);
2. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
3. if it is 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, 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 Bookrunner has been given to each such proposed offer or resale.
4. 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;
5. if it is within the United Kingdom, it is a person who is a "qualified investor" within the meaning of paragraph 15 of schedule 1 of POATR who falls the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article49(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
6. it is outside of the United States and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act;
7. it, and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares, is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act;
8. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a national or resident of, or a corporation, partnership or other entity organised under the laws of, or with an address in any Restricted Jurisdiction, 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 any Restricted Jurisdiction and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
9. if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
10. if it indicates to the Bookrunner that it wishes to subscribe for VCT Placing Shares, confirms that it is a VCT, subscribing for such VCT Placing Shares pursuant to the Placing using VCT funds;
11. if it indicates to the Bookrunner that it wishes to subscribe for EIS Placing Shares, confirms that the beneficial owner of such shares will be a "qualifying investor" within the meaning of section 162 Income Tax Act 2007;
12. it has not distributed, and will not distribute, any materials relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (with respect to which it has the authority to make the statements set out in this Announcement) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
13. acknowledges that 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 Shares;
14. the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's financial information, including balance sheets, income statements or similar statements and that it is able to obtain or access the Exchange Information and Publicly Available Information and that it has reviewed such Exchange Information and Publicly Available Information;
15. in accepting its participation in the Placing, it is relying solely on this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph) and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. Subject to paragraphs 18 and 19 below, it agrees that neither the Company nor the Bookrunner, nor any of their respective affiliates nor persons acting on their behalf will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;
16. it has made its own assessment of the Company, the Placing Shares and the terms and conditions 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 and has satisfied itself that the information is still current;
17. neither the Bookrunner nor any of its affiliates nor any person acting on their behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested that the Bookrunner nor any of its affiliates nor any person acting on their behalf provide it with any such material or information; nor is it relying on any investigation that the Bookrunner, any of its affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company;
18. the contents of this Announcement are exclusively the responsibility of the Company and neither the Bookrunner nor any of its affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither the Bookrunner nor any of its affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;
19. it has knowledge and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for Placing Shares. It further represents and warrants 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 also represents and warrants that it has had sufficient time to consider and has conducted its own investigation with respect to the offer and subscription for Placing Shares, including the tax, legal and other economic considerations, and 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;
20. it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information or inside information (as defined under UK MAR);
21. if it has received any confidential price sensitive information (including inside information as defined under UK MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
22. it is aware of its obligations regarding insider dealing, including, without limitation, as contained within in the Criminal Justice Act 1993 and UK MAR, and confirms that it has and will continue to comply with those obligations;
23. it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as the Bookrunner and the Company determine;
24. it has not relied on any information relating to the Company contained in any research reports prepared by the Bookrunner, its affiliates or any person acting on their behalf and understands that (a) neither the Bookrunner nor any of its affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (b) neither the Bookrunner nor any of its affiliates, nor any person acting on their behalf, has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of this Announcement or otherwise; and (c) neither the Bookrunner nor any of its 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 this Announcement or otherwise;
25. it (a) is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (b) has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement including this Appendix) which may be required thereunder and has complied with all necessary formalities; (c) has all necessary capacity and authority and is entitled to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations, and to make the representations and agreements contained on this Appendix; (d) has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; (e) has not taken any action which will or may result in the Company, or the Bookrunner or any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing; and (f) if it is a pension fund or investment company, is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
26. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by the Bookrunner 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 financial promotion by an authorised person;
27. it is aware of, has complied with and will comply with all applicable laws with respect to anything done by it, or on its behalf, in relation to the Placing Shares (including, without limitation, all relevant provisions of FSMA and the Financial Services Act 2012) in respect of anything done in, from or otherwise involving the United Kingdom;
28. it is aware of and 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 Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations;
29. in order to ensure compliance with the Money Laundering Regulations, the Bookrunner or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's or the Company's registrars, as the case may be, absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on subscription, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
30. its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
31. it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any form of confirmation issued pursuant to this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Bookrunner or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall of the net proceeds of such sale below the Placing proceeds of such Placing Shares and may be required to bear any costs, commissions, stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
32. neither the Bookrunner, nor any of its affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and that neither the Bookrunner, nor any of its affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Bookrunner's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
33. it irrevocably appoints the Bookrunner and any of its duly authorised officers as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
34. any person who confirms to the Bookrunner on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises the Bookrunner to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;
35. the agreement to settle each Placee's allocation of Placing Shares (and/or the allocation of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable and the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and acknowledges that neither the Company nor the Bookrunner will be responsible. If this is the case, the Placee should take its own advice and notify the Bookrunner accordingly;
36. it agrees to participate in the Placing on the basis that the Placing Shares will be allotted to the CREST stock account of the Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
37. any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be used by the Bookrunner in the course of its business; and the Placee will rank only as a general creditor of the Bookrunner;
38. the Bookrunner may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;
39. neither it nor, as the case may be, its clients expect the Bookrunner to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that the Bookrunner is not acting for it or its clients, and that the Bookrunner will not be responsible for providing the protections afforded to customers of the Bookrunner or for providing advice in respect of the transactions described in this Announcement;
40. time is of the essence as regard its obligations in respect of its participation in the Placing under the terms and conditions set out in this Announcement (including this Appendix);
41. the basis of any Placee's allocation in the Placing will be determined together by the Bookrunner and the Company in their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
42. its commitment to subscribe for Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the conduct of the Placing;
43. the Bookrunner and its affiliates acting as an investor for its or their own account(s) may, subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Each Placee further acknowledges that the Bookrunner and its affiliates may enter into financing arrangements and swaps with investors in connection with which the Bookrunner and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither the Bookrunner nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
44. it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
45. any documents or communication sent to a Placee will be sent at the Placee's risk and may be sent to any address notified by it to the Bookrunner;
46. the exercise by the Bookrunner of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and the Bookrunner need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Bookrunner or the Company, or any of their respective affiliates, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
47. the Company, the Bookrunner and others will rely upon the truth and accuracy of the confirmations, acknowledgements, representations, warranties, indemnities, agreements and undertakings in this Announcement including this Appendix ("Placing Confirmations") and, if any of the foregoing Placing Confirmations is or becomes no longer true or accurate, the Placee shall promptly notify the Bookrunner;
48. if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the Placing Confirmations on behalf of each such accounts;
49. it agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Bookrunner, their respective affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it of the Placing Confirmations; and
50. its participation in the Placing, the terms and conditions set out in this Announcement (including this Appendix) and any contractual or non-contractual obligations arising out of, or in relation thereto, shall be governed by and construed in accordance with English law and that the courts of England and Wales shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Bookrunner or the Company in any jurisdiction.
The Placing Confirmations referred to above are given to each of the Company and the Bookrunner (for their own benefit and, where relevant, the benefit of their respective affiliates) and any person acting on their behalf, are irrevocable and shall not be capable of termination by it in any circumstances and will survive completion of the Placing and Admission.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
The rights and remedies of the Bookrunner and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others. The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by the Bookrunner.
No claim shall be made against the Company, the Bookrunner or their respective affiliates or any other person acting on their behalf by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for 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 subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Bookrunner will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that any of the Company and/or the Bookrunner have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK 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.
EIS and VCT
The status of EIS Placing Shares as qualifying for EIS Relief will be conditional (amongst other things) on the qualifying conditions being satisfied, both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. The status of such VCT Placing Shares as a qualifying holding for VCT purposes will be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership.
There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for VCT and/or EIS purposes (and indeed circumstances may arise where the Company's directors believe that the interests of its group are not served by seeking to retain such status). Further, the conditions for VCT and EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing.
Placees considering taking advantage of the EIS and/or VCT Relief are recommended to seek their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any Placee who is in any doubt as to his taxation position under the EIS and/or VCT Legislation, or who is subject to tax in a jurisdiction other than the United Kingdom, should consult an appropriate professional adviser.
All times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole responsibility of the Company.
DEFINITIONS
For the purposes of this Announcement, the following definitions apply unless the context otherwise requires:
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"Acquisitions" |
together, the Injectaclad Acquisition, the UK Circuits Acquisition and the Property Acquisition |
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"Act" |
the Companies Act 2006 |
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"Admissions" |
together, First Admission, Second Admission and Third Admission and "Admission" shall mean any of them as the context so requires |
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"AGM Resolutions" |
the existing allotment and dis-application of pre-emption authorities obtained at the Company's Annual General Meeting held on 15 April 2025 |
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"AGT" or "AgTech" |
the agriculture technology division of the Group, being the business focused on the development, manufacture and commercialisation of controlled-environment agriculture, crop monitoring and related agricultural technology solutions |
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"AIM" |
the AIM market operated by the London Stock Exchange |
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"AIM Rules for Companies" or "AIM Rules" |
the London Stock Exchange's rules and guidance notes contained in its "AIM Rules for Companies" publication relating to companies whose securities are traded on AIM, as amended from time to time |
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"Board" or "Directors" |
the directors of the Company, or any duly authorised committee thereof |
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"Bookbuild" |
means the accelerated bookbuilding process in relation to the Placing |
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"Bookrunner" |
means Shore Capital Stockbrokers Limited. |
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"Bookbuild Platform" |
the online retail offer platform operated by BookBuild Limited |
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"Business Day" |
a day (not being a Saturday, Sunday or public holiday in the United Kingdom) on which dealings in domestic securities may take place on, and with the authority of, the London Stock Exchange |
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"CEM" |
the contract electronics manufacturing division of the Group, providing electronic design, manufacturing and assembly services to third-party customers and to other divisions within the Group |
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"certificated form" or "in certificated form" |
an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST) |
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"Circular" |
means the circular containing further details of the Placing and the notice of the General Meeting expected to be held at The Byre, Ednaston Park Business Centre, Painters Lane, Ednaston, Ashbourne, DE6 3FA at 10.00 a.m. on or around 9 April 2026 to, inter alia, approve the Resolutions required to implement the Placing, which is expected to be published and dispatched to Shareholders on or around 13 March 2026. |
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"Company", "LSTH" or "Light Science Technologies" |
Light Science Technologies Holdings plc, a company incorporated and registered in England and Wales with registered number 12398098 whose registered office is The Mills, Canal Street, Derby DE1 2RJ |
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"Conditional Placing" |
together, the Second Placing and the General Placing |
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"Conditional Placing Shares" |
the new Ordinary Shares to be issued pursuant to the Second Placing and the General Placing, subject, inter alia, to Shareholder approval of the Resolutions at the General Meeting |
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"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations). |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) as amended |
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"EIS/VCT Admission" or "Second Admission" |
admission of the EIS/VCT Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies |
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"EIS/VCT Placing" or "Second Placing" |
the conditional placing of the EIS/VCT Placing Shares at the Issue Price by Shore Capital on behalf of the Company pursuant to the terms of the Placing Agreement |
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"EIS Placing Shares" |
means the Placing Shares to be allotted and issued pursuant to the Placing Agreement to certain persons seeking to invest in "eligible shares" for the purposes of EIS |
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"EIS/VCT Placing Shares" or "Second Placing Shares" |
means the EIS Placing Shares and the VCT Placing Shares |
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"Enlarged Group" |
the Group as enlarged by the Acquisitions |
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"Enlarged Share Capital" |
the new Ordinary Shares expected to be in issue immediately following admission of the First Placing Shares, Second Placing Shares, the General Placing Shares and the Retail Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies |
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"Enterprise Investment Scheme" or "EIS" |
means the UK's Enterprise Investment Scheme, as particularised in the EIS Legislation |
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"EIS Legislation" |
means Part 5 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein and sections 150A, B and C of the Taxation of Chargeable Gains Act 1992 |
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"EIS Relief" |
means relief from UK tax under the EIS Legislation |
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"Euroclear" |
Euroclear UK & International Limited, the operator of CREST |
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"Existing Ordinary Shares" |
the 333,005,500 Ordinary Shares in issue as at the date of this Announcement |
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"FCA" |
the Financial Conduct Authority in its capacity as the competent authority |
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"Firm Placees" |
means the investors procured by the Bookrunner to subscribe for Firm Placing Shares |
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"Firm Placing" or "First Placing" |
the placing of the Firm Placing Shares with the Firm Placees pursuant to the terms set out in the Placing Agreement and in accordance with the placing terms and conditions set out in this Appendix |
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"Firm Placing Shares" or "First Placing Shares" |
the new Ordinary Shares to be issued and allotted to Firm Placees pursuant to the Firm Placing |
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"First Admission" |
admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies |
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"Form of Proxy" |
the form of proxy enclosed with the Circular for use by Shareholders in connection with the General Meeting |
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"FSMA" |
the Financial Services and Markets Act 2000 (as amended) |
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"Fundraising" |
together, the First Placing, the Second Placing, the Third Placing and the Retail Offer |
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"Fundraising Shares" |
together, the First Placing Shares, the Second Placing Shares, the General Placing Shares and the Retail Offer Shares and any one of them a "Fundraising Share" |
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"FY25" |
the Company's financial year ended 30 November 2025 |
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"General Meeting" |
the general meeting of the Company to be held at the Company's offices at The Byre, Ednaston Barns, Ednaston Park, Painters Lane, Ednaston, Ashbourne, Derbyshire, DE6 3FA at 10.00 a.m. on 9 April 2026, notice of which is set out in the Circular |
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"General Placing Shares" |
means the new Ordinary Shares to be issued pursuant to the Placing which are not Firm Placing Shares, EIS Placing Shares or VCT Placing Shares |
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"Group" |
the Company and its subsidiaries |
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"Independent Directors" |
Simon Deacon, James Snooks, and Richard Mills, being those Directors who are not participating in the Placing |
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"Injectaclad" |
Injectaclad Ltd, a company incorporated and registered in England and Wales with registered number 12497314 whose registered office is Roger Lewis House, Unit 6 Llandough Trading Estate, Penarth Road, Cardiff, CF11 8RR which is a wholly owned subsidiary of RLUK Injection |
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"Injectaclad Acquisition" |
the proposed acquisition of RLUK Injection (and its wholly owned subsidiary, Injectaclad) |
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"Injectaclad Completion" |
completion of the Injectaclad Acquisition |
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"Injectaclad Vendors" |
the vendors of RLUK Injection, the holding company of Injectaclad |
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"ISIN" |
International Securities Identification Number |
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"Issue Price" |
1 pence per Placing Share |
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"London Stock Exchange" |
London Stock Exchange plc |
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"Notice of General Meeting" |
the notice convening the General Meeting set out in the Circular |
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"Official List" |
the Official List of the FCA |
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"Ordinary Shares" |
the ordinary shares of 1 pence each in the capital of the Company |
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"PFP" |
the passive fire protection division of the Group, focused on the development, testing, manufacture and sale of fire protection products and systems designed to prevent or limit the spread of fire, smoke and heat within buildings |
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"Placees" |
persons who agree to subscribe for Placing Shares at the Issue Price |
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"Placing" |
together, the First Placing, the Second Placing and the Third Placing |
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"Placing Agreement" |
the conditional agreement dated 11 March 2026 between: (1) the Company: and (2) Shore Capital, relating to the terms and conditions upon which Shore Capital is engaged by the Company for the purposes of the Placing |
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"Placing Shares" |
together, the First Placing Shares, the Second Placing Shares and the General Placing Shares |
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"Property" |
Units A4-A5 Greengate Industrial Estate, Chadderton, Manchester M24 1SW |
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"Property Acquisition" |
the proposed acquisition of the Property |
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"Property Acquisition Agreement" |
the agreement dated 11 March 2026 between: (1) the Property Vendors and (2) UK Circuits in respect of the acquisition of the Property, which contains, inter alia, details of the consideration payable to, and the warranties and indemnities to be given by, the Property Vendors; |
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"Property Completion" |
completion of the Property Acquisition |
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"Property Vendors" |
the vendors of the Property |
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"Proposals" |
together, the Acquisitions and the Fundraising |
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"Registrar" |
Neville Registrars Limited of Neville House, Steelpark Road, Halesowen B62 8HD |
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"Regulatory Information Service" |
means any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements |
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"Resolutions" |
the resolutions set out in the Notice of General Meeting |
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"Retail Investors" |
retail Shareholders, who are resident in the United Kingdom, and are a customer of one of the intermediaries operating through the Bookbuild Platform |
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"Retail Offer" |
the separate offer by the Company of the Retail Offer Shares, through the Bookbuild Platform, for Retail Investors |
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"Retail Offer Shares" |
up to 60,000,000 new Ordinary Shares to be allotted and issued conditional on, inter alia, the passing of the Resolutions at the General Meeting, at the Issue Price pursuant to the Retail Offer |
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"RLUK Injection" |
RLUK Injection Ltd, a company incorporated and registered in England and Wales with registered number 14391757 whose registered office is Roger Lewis House, Unit 6 Llandough Trading Estate, Penarth Road, Cardiff, CF11 8RR |
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"RLUK Injection Acquisition Agreement" |
the agreement dated 11 March 2026 between: (1) the Injectaclad Vendors; and (2) the Company in respect of the acquisition of RLUK Injection (and its wholly owned subsidiary, Injectaclad), which contains details of the consideration payable to, and the warranties and indemnities to be given by, the Injectaclad Vendors |
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"Second Admission" |
admission of the Second Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies |
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"Second Placing" |
the conditional placing of the Second Placing Shares at the Issue Price pursuant to the Placing Agreement |
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"Second Placing Shares" |
the new Ordinary Shares to be issued by the Company to Placees at the Issue Price as part of the Second Placing, subject, inter alia, to Shareholder approval of the Resolutions at the General Meeting |
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"Securities Act" |
the US Securities Act of 1933, as amended |
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"Shareholders" |
holders of Ordinary Shares, from time to time; |
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"Shore Capital" |
together, Shore Capital and Corporate and Shore Capital Stockbrokers; |
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"Shore Capital and Corporate" |
Shore Capital and Corporate Limited, a company incorporated and registered in England and Wales with registered number 02083043 whose registered office is Cassini House, 57 St James's Street, London, England, SW1A 1LD |
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"Shore Capital Stockbrokers" |
Shore Capital Stockbrokers Limited, a company incorporated and registered in England and Wales with registered number 01850105 whose registered office is Cassini House, 57 St James's Street, London, England, SW1A 1LD |
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"Third Admission" |
admission of the General Placing Shares and the Retail Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies |
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"Third Placing" or "General Placing" |
the conditional placing of the General Placing Shares at the Issue Price pursuant to the Placing Agreement |
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"UK Circuits" |
UK Circuits and Electronics Solutions Limited, a company incorporated and registered in England and Wales with registered number 03301172 whose registered office is The Mills, Canal Street, Derby, DE1 2RJ, which is a 90% subsidiary of UK Circuits Holdings |
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"UK Circuits Acquisition" |
the proposed acquisition of the 10% shareholding in UK Circuits not already owned by UK Circuits Holdings |
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UK Circuits Acquisition Agreement |
the agreement dated 11 March 2026 between: (1) the UK Circuits Vendors and (2) UK Circuits Holdings in respect of the acquisition of the minority shareholding in UK Circuits not owned by UK Circuits Holdings, which contains details of the consideration payable to, and the warranties and indemnities to be given by, the UK Circuits Vendors |
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"UK Circuits Completion" |
completion of the UK Circuits Acquisition |
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"UK Circuits Holdings" |
UK Circuits and Electronics Solutions Holdings Limited, a company incorporated and registered in England and Wales with registered number 09955364 whose registered office is The Mills, Canal Street, Derby, DE1 2RJ, which is a wholly owned subsidiary of the Company |
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"UK Circuits Vendors" |
the vendors of the minority shareholding in UK Circuits not owned by UK Circuits Holdings |
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"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
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"uncertificated" or "in uncertificated form" |
recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
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"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction |
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"VCT" or "Venture Capital Trust" |
a company which is, or which is seeking to become, approved as a venture capital trust under the provisions of Part 6 of the ITA |
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"VCT Legislation" |
means Part 6 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein and sections 151A and 151B of the Taxation of Chargeable Gains Act 1992 |
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"VCT Placing Shares" |
means Placing Shares which are intended to form part of the relevant Placee's "qualifying holding" (within the meaning of section 286 Income Tax Act 2007) |
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"VCT Relief" |
means relief from UK tax under the VCT Legislation |
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