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Ilika plc (IKA)

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Thursday 20 February, 2014

Ilika plc

Exercise of warrants

RNS Number : 5207A
Ilika plc
20 February 2014
 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS PROHIBITED.

 

Ilika plc

("Ilika" or the "Company")

 

Exercise of warrants, placing, conversion of securities and Director Dealings

 

Holders of the Ilika 51p May warrants have indicated to Ilika that they will exercise 7,529,412 warrants early. This will trigger the creation of 7,529,412 new ordinary shares of 1 pence each ("Ordinary Shares") of which 5,078,432 Ordinary Shares have been placed at 59.7p (net of applicable stamp duty) with investors for delayed settlement and admission (the "Warrants Placing").  The net proceeds of the Warrants Placing (after deduction of the exercise price payable to the Company on exercise of the warrants and fees and commissions) will be paid to the holders of the Ilika 51p May warrants.

 

In total, together with the placing also announced today, these transactions will raise additional funds of approximately £6.75 million (net of expenses) for the Company.  The proceeds will be used to support the further development of Ilika's solid-state battery technology, including prototype development, investing in marketing and sales activities as well as intellectual property protection.

 

Graeme Purdy, Chief Executive Officer of the Company, has taken the opportunity to increase his holdings in the Company by exercising 594,700 of his founder's options, issued in 2004, at an exercise of 10 pence, into Ordinary Shares. 130,000 of these Ordinary Shares have been sold to cover the cost of exercise and tax. Mr. Purdy owns 477,427 Ordinary Shares equivalent to 0.8% of the Company's issued share capital.

 

Professor Brian Hayden, Chief Scientific Officer of the Company, has converted 167,500 convertible preference shares into Ordinary Shares and sold them. A further 168,000 convertible preference shares have been converted into Ordinary Shares and sold by a founding shareholder. Professor Hayden owns 425,900 convertible preference shares following this transaction.

 

Application will be made for the new Ordinary Shares to be admitted to trading on AIM; it is expected that such admission will be effective as at 8.00am on 6 March 2014.

 

The figure of 53,740,407 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules. This figure will be updated as warrant exercises occur.

 

Graeme Purdy, Chief Executive of Ilika, added: " We are delighted that this fundraise has been supported by our existing shareholder base and has also attracted new shareholders at this exciting time in the Company's corporate development. This fundraise provides sufficient funding for us to progress our solid-state battery development program for sensor network applications and reinforces our balance sheet."

 

In connection with the Warrants Placing, the Company has entered into a placing agreement with Numis Securities Limited ("Numis") pursuant to which Numis has agreed, in accordance with its terms, to use reasonable endeavours to procure subscribers for the Warrants Placing Shares at the Placing Price (the "Warrants Placing Agreement"). The Warrants Placing has not been underwritten.

 

The Warrants Placing Agreement is conditional, inter alia, on the conditions in the Warrants Placing Agreement being satisfied or (if applicable) waived and the Warrants Placing Agreement not having been terminated in accordance with its terms prior to Admission and Admission becoming effective by no later than 8.00 a.m. on 6 March 2014 (or such later time and/or date as the Company and Numis may agree not being later than 8.00 a.m. on 27 March 2014).

 

The Warrants Placing Agreement contains certain customary warranties, undertakings and indemnities from the Company in favour of Numis.  Numis is entitled to terminate the Warrants Placing Agreement in certain circumstances prior to Admission including, in particular, in the event of a breach of warranty or the occurrence of certain force majeure events.

 

The Warrants Placing Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the Admission and will otherwise rank on Admission pari passu in all respects with the existing ordinary shares in the capital of the Company.

 

The full terms and conditions of the Warrants Placing are set out in the Appendix to this Announcement.

 

 

For further information:

 

Ilika plc

www.ilika.com

Graeme Purdy, Chief Executive

Tel: 023 8011 1400

Steve Boydell, Finance Director




Numis Securities Limited

Tel: 020 7260 1000

Oliver Cardigan, Nominated Adviser


James Black, Corporate Broking




Walbrook PR Ltd

Tel: 020 7933 8780 or [email protected]

Paul McManus

Mob: 07980 541 893

Paul Cornelius

Mob: 07827 879 460

 

 

 

IMPORTANT INFORMATION

 

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to subscribe for or a solicitation of an offer to buy or subscribe for any securities in any jurisdiction including in which such an offer or solicitation is prohibited and is not for distribution in or into, without limitation, the United States, Canada, Australia or Japan (the "Excluded Territories"), or to US persons (within the meaning of Regulation S of the United States Securities Act 1933 (as amended)) (the "Securities Act").

 

The Warrants Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state in the United States or any Excluded Territory and, unless an exemption under such act or laws is available may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Excluded Territories or for the account or benefit of any national, resident or citizen of the Excluded Territories. No public offering of securities will be made in the United States. The distribution of this Announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

 

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the Company's nominated adviser and broker. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. Numis is acting exclusively for the Company in relation to the matters, transactions and arrangements detailed in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the content of this announcement or any matter, transaction or arrangement discussed or referred to in it.

 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and, apart from the responsibilities and liabilities (if any) imposed on Numis by the Financial Services and Markets Act 2000 (as amended), any liability therefor is expressly disclaimed. 

 

The contents of this Announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this Announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

 

This Announcement contains certain statements that are or may be "forward-looking statements". These statements typically contain words such as "intends", "expects", "anticipates", "estimates" and words of similar import. All the statements other than statements of historical facts included in this Announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and therefore undue reliance should not be placed on such forward-looking statements. There are a number of factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future and such assumptions may or may not prove to be correct. Forward-looking statements speak only as at the date they are made. Neither the Company nor Numis nor any other person undertakes any obligation (other than, in the case of the Company, pursuant to the AIM Rules for Companies) to update publicly any of the information contained in this Announcement, including any forward-looking statements, in the light of new information, change in circumstances or future events.

 

DEFINITIONS

In this Announcement (including the Appendix):

'Admission' means the proposed admission of the Warrants Placing Shares to trading on AIM becoming effective;

'Announcement' means this announcement (including the appendix to this announcement);

'Company' means Ilika plc (registered in England and Wales with number 7187804);   

'CREST' means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended (in respect of which Euroclear UK & Ireland Limited is the operator);

'FCA' means the Financial Conduct Authority of the United Kingdom acting in its capacity as the competent authority for the purposes of Part IV of FSMA;

'FSMA' means the Financial Services and Markets Act 2000 (as amended); 

'London Stock Exchange' means the London Stock Exchange plc;

'Numis' means Numis Securities Limited (registered in England and Wales with number 02285918);

'Ordinary Share' means an ordinary share of 1 pence each in the capital of the Company;

'Placee' means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Warrants Placing Shares has been given;

'Placing Price' means 59.7 pence per Warrants Placing Share;

'Prospectus Directive' means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;

'Regulatory Information Service' means a services provider that is authorised by the FCA to provide comparable regulatory disclosure services to AIM companies and that is on the list of Authorised Regulatory Information Service Providers maintained by the FCA;

'Securities Act' means the US Securities Act of 1933, as amended;

'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland;

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

'Warrants Placing' means the placing of the Warrants Placing Shares by Numis, on behalf of the Company, with new and/ or existing investors;

'Warrants Placing Agreement' means the placing agreement dated 20 February 2014 between the Company and Numis in respect of the Warrants Placing;

'Warrants Placing Shares' means the up to 5,078,432 Ordinary Shares to be issued pursuant to the Warrants Placing.

 



 

APPENDIX

TERMS AND CONDITIONS OF THE WARRANTS PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE WARRANTS PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "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, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE WARRANTS PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE WARRANTS PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION.  THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE WARRANTS PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

NEITHER THE CONTENT OF THE COMPANY'S WEBSITE (OR ANY OTHER WEBSITE) NOT THE CONTENT OF ANY WEBSITE ACCESSIBLE FROM HYPERLINKS ON THE COMPANY'S WEBSITE (OT ANY OTHER WEBSITE) IS INCORPORATED INTO, OR FORMS PART OF, THIS ANNOUNCEMENT.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN WARRANTS PLACING SHARES.  The price of shares and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of shares.

Persons who are invited to and who choose to participate in the Warrants Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Warrants Placing Shares (the "Placees"), will be deemed to have read and understood the Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

1.         it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Warrants Placing Shares that are allocated to it for the purposes of its business;

2.         in the case of any Warrants Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Warrants Placing Shares acquired by it in the Warrants Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the European Economic Area (the "EEA") which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (ii) where Warrants Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Warrants Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3.         (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S (as defined below); or (c) it is otherwise acquiring the Warrants Placing Shares in an "offshore transaction" meeting the requirements of Regulation S.

The Company and Numis will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Warrants Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Warrants Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Warrants Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act ("Regulation S").

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

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Warrants Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Warrants 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 or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Warrants Placing Shares has been given.

Details of the Warrants Placing

Numis has entered into a placing agreement (the "Warrants Placing Agreement") with the Company under which Numis has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Warrants Placing Shares.  The Warrants Placing has not been underwritten. 

The Warrants Placing is conditional upon Admission becoming effective and the Warrants Placing Agreement not being terminated in accordance with its terms.

The Warrants Placing Shares will, upon registration of transfer, be fully paid and rank pari passu in all respects with the existing issued Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Warrants Placing Shares.

The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of its Ordinary Shares in the period of 90 days from the date of Admission without Numis's prior consent, such consent not to be unreasonably withheld.

Application for admission to trading

Application will be made to the London Stock Exchange for admission to trading of the Warrants Placing Shares on AIM ("Admission"). It is expected that settlement of any such shares and Admission will become effective on or around 6 March 2014 and that dealings in the Warrants Placing Shares will commence at that time.

Participation in, and principal terms of, the Warrants Placing

1.         Numis (whether through itself or any of its affiliates) is arranging the Warrants Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Warrants Placing Shares.

2.         Participation in the Warrants Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis and/or its affiliates may participate in the Warrants Placing as principal.

3.         This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Warrants Placing. No commissions will be paid to Placees or by Placees in respect of any Warrants Placing Shares.

4.         The placing price will be a fixed price of 59.7 pence per Warrants Placing Share (the "Placing Price").

5.         Each Placee's allocation will be confirmed to Placees orally by Numis and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Numis and the Company, under which it agrees to acquire the number of Warrants Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Articles of Association.

6.         Except as required by law or regulation, no press release or other announcement will be made by Numis 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.

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

8.         All obligations under the Warrants Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Warrants Placing" and to the Warrants Placing not being terminated on the basis referred to below under "Right to terminate under the Warrants Placing Agreement".

9.         By participating in the Warrants Placing, each Placee will agree that its rights and obligations in respect of the Warrants Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10.       To the fullest extent permissible by law, none of the Company, Numis or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Company, Numis or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Numis's conduct of the Warrants Placing. Each Placee acknowledges and agrees that the Company is responsible for the transfer of the Warrants Placing Shares to the Placees and Numis shall have no liability to the Placees for the failure of the Company to fulfil those obligations. 

Conditions of the Warrants Placing

Numis's obligations under the Warrants Placing Agreement in respect of the Warrants Placing Shares are conditional on, inter alia:

(a)          the warranties contained in the Warrants Placing Agreement being true, accurate and not misleading as at the date of the Warrants Placing Agreement and at all times before Admission as though they had been given and made on such dates (by reference to the facts and circumstances existing at such dates);

(b)          Warrantholders holding Warrants to subscribe for 5,078,432 Ordinary Shares having delivered to the Company such documentation as may be required to effect the issue and transfer of the Placing Shares;

(c)          the Company allotting the Warrant Placing Shares to Warrantholders in accordance with the terms of the Warrant Instrument (as such terms are defined in the Warrants Placing Agreement) and the Company resolving to register, subject only to Admission, the transfers of the Warrant Shares to Placees in accordance with the Warrants Placing Agreement;

(d)          Admission taking place not later than 8.00 a.m on 6 March 2014 or such later date as the Company and Numis may otherwise agree not being later than 8.00 a.m on 27 March 2014;

(e)          there having been no Material Adverse Change (as defined in the Warrants Placing Agreement) prior to Admission; and

(f)           the Warrants Placing Agreement not having been terminated prior to Admission.

If (i) any of the conditions contained in the Warrants Placing Agreement in relation to the Warrants Placing Shares are not fulfilled or waived by Numis by the respective time or date where specified (or such later time or date as the Company and Numis may agree not being later than 8.00 a.m on 27 March 2014), or (ii) the Warrant Placing Agreement is terminated as described below, the Warrant Placing in relation to the Warrant Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Warrant Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Numis may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Warrants Placing Agreement, save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Numis nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Warrants Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Warrants Placing generally and by participating in the Warrants Placing each Placee agrees that any such decision is within the absolute discretion of Numis.

Right to terminate under the Warrants Placing Agreement

Numis is entitled, at any time before Admission, to terminate the Warrants Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, a breach of the warranties given to Numis in the Warrants Placing Agreement, the failure of the Company to comply with its obligations under the Warrants Placing Agreement or the occurrence of a force majeure event which, in the good faith opinion of Numis, would be likely to have a materially prejudicial effect on the Warrants Placing or make it impractical or inadvisable to proceed with the Warrants Placing. Following Admission, the Warrants Placing Agreement is not capable of termination to the extent that it relates to the Warrants Placing of the Warrants Placing Shares.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Warrants Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Warrants Placing Agreement shall be within the absolute discretion of Numis, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise.  Placees will have no rights against Numis, the Company or any of their respective directors or employees under the Warrants Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No Admission Document or Prospectus

The Warrants Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") or submitted to the London Stock Exchange in relation to the Warrants Placing and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below).  Each Placee, by accepting a participation in the Warrants Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Numis or any other person and neither Numis nor the Company nor any other person will be liable for any Placee's decision to participate in the Warrants 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 Numis, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Warrants Placing. Neither the Company nor Numis are making any undertaking or warranty to any Placee regarding the legality of an investment in the Warrants 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 Warrants Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Warrants Placing Shares (ISIN: GB00B608Z994) following Admission will take place within CREST provided that, subject to certain exceptions, Numis reserves the right to require settlement for, and delivery of, the Warrants Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Warrants Placing Shares in the Warrants Placing will be sent a trade confirmation or contract note, in accordance, where relevant, with the standing arrangements in place with Numis, stating the number of Warrants Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with ether the standing CREST or certificated settlement instructions that it has in place with Numis.

It is expected that settlement will be on 6 March 2014 on a T+10 basis in accordance with the instructions set out in the trade confirmation or contract note.

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 LIBOR as determined by Numis.

Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Warrants Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Numis on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Warrants Placing Shares on such Placee's behalf. By communicating a bid for Warrants Placing Shares, each Placee confers on Numis all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully takes in pursuance of such sale.

If Warrants Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.

Placees will not be entitled to receive any fee or commission in connection with the Warrants Placing.

Representations, Warranties and Further Terms

By participating in the Warrants Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Numis:

1.         represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its acquisition of Warrants Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2.         acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Warrants Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3.         acknowledges that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and that it is able to obtain or access such information without undue difficulty;

4.         acknowledges that neither Numis nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Warrants Placing Shares or the Company other than this Announcement; nor has it requested any of Numis, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5.         acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that neither Numis nor its affiliates nor any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Warrants Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Warrants Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Warrants Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Numis, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the Research Department of Numis (the views of such Research Department not representing and being independent from those of the Company and the Corporate Finance Department of Numis and not being attributable to the same)), and neither Numis nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Warrants Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Warrants Placing and it will not rely on any investigation that either Numis, its affiliates or any other person acting on its or their behalf has or may have conducted;

6.         represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Warrants Placing;

7.         acknowledges that Numis does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Numis is not acting for it or its clients and that Numis will not be responsible for providing protections to it or its clients;

8.         acknowledges that neither Numis, nor any of its affiliates or any person acting on behalf of it or them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.         that, save in the event of fraud on the part of Numis (and to the extent permitted by the rules of the FCA), neither Numis, its ultimate holding company nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Numis's role as placing agent or otherwise in connection with the Warrants Placing and that where any such liability nevertheless arises as a matter of law Placees will immediately waive any claim against any of such persons which you may have in respect thereof;

10.         represents and warrants that (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States;

11.       acknowledges that the Warrants Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Warrants Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and that the offer and sale of the Warrants Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and agrees not to reoffer, resell, pledge or otherwise transfer the Warrants Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

12.       unless otherwise specifically agreed in writing with Numis, represents and warrants that neither it nor the beneficial owner of such Warrants Placing Shares will be a resident of Australia, Canada, Japan or the Republic of South Africa;

13.       acknowledges that the Warrants Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

14.       represents and warrants that the issue to it, or the person specified by it for registration as holder, of Warrants Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Warrants Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Warrants Placing Shares into a clearance system;

15.       represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007 and (ii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations");  and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Numis such evidence, if any, as to the identity or location or legal status of any person which Numis may request from it in connection with the Warrants Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Numis on the basis that any failure by it to do so may result in the number of Warrants Placing Shares that are to be purchased by it or at its direction pursuant to the Warrants Placing being reduced to such number, or to nil, as Numis may decide in its absolute discretion;

16.       if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Warrants Placing Shares purchased by it in the Warrants Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the offer or resale;

17.       represents and warrants that it has not offered or sold and will not offer or sell any Warrants Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business 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 Directive (including any relevant implementing measure in any member state);

18.       represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Warrants Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

19.       represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Warrants Placing Shares in, from or otherwise involving, the United Kingdom;

20.       if in a member state of the EEA, unless otherwise specifically agreed with Numis in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

21.       if in the United Kingdom, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

22.       represents and warrants that it and any person acting on its behalf is entitled to acquire the Warrants Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Warrants Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

23.       where it is acquiring Warrants Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Warrants Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Warrants Placing in the form provided to it by Numis;

24.       undertakes that it (and any person acting on its behalf) will make payment for the Warrants Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Warrants Placing Shares may be placed with other subscribers or sold as Numis may in its absolute discretion determine and without liability to such Placee and it will remain liable and will indemnify Numis on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Warrants Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Warrants Placing Shares on its behalf;

25.       acknowledges that neither Numis, nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Warrants Placing and that participation in the Warrants Placing is on the basis that it is not and will not be treated for these purposes as a client of Numis and that Numis has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Warrants Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Warrants Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

26.       undertakes that the person whom it specifies for registration as holder of the Warrants Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Numis nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Warrants Placing and it agrees to indemnify the Company and Numis in respect of the same on the basis that the Warrants Placing Shares will be allotted to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

27.       acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Warrants Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Numis in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

28.       acknowledges that time shall be of the essence as regards to the Placees' obligations pursuant to this Appendix;

29.       agrees that the Company, Numis and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Numis on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

30.       agrees to indemnify on an after-tax basis and hold the Company, Numis and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Warrants Placing;

31.       acknowledges that no action has been or will be taken by any of the Company, Numis or any person acting on behalf of the Company or Numis that would, or is intended to, permit a public offer of the Warrants Placing Shares in any country or jurisdiction where any such action for that purpose is required;

32.       acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Warrants Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Warrants Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Warrants Placing, including the merits and risks involved;

33.       acknowledges that its commitment to subscribe for Warrants Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Warrants Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Warrants Placing;

34.       acknowledges that Numis or any of its affiliates acting as an investor for their own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Warrants Placing;

35.       represents and warrants that, if it is a pension fund or investment company, its purchase of Warrants Placing Shares is in full compliance with all applicable laws and regulation;

36.       to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Numis and the Company and are irrevocable and shall not be capable of termination in any circumstances.

Stamp duty or stamp duty reserve tax may be payable on the acquisition of, or any other subsequent dealing in, the Warrants Placing Shares or for which neither the Company nor Numis 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 Warrants Placing as an agent or nominee) the allocation, allotment, issue or delivery of Warrants 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 Numis in the event that any of the Company and/or Numis has 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 Numis accordingly.

In addition, Placees should note that they will be liable for any 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 subscription by them of any Warrants Placing Shares or the agreement by them to subscribe for any Warrants Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Warrants Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Numis or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Warrants Placing Shares.

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

All times and dates in this Announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

 


This information is provided by RNS
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