Proposed Fundraising

Rosslyn Data Technologies PLC

25 March 2026

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

25 March 2026

Rosslyn Data Technologies plc

("Rosslyn", the "Group" or the "Company")

Proposed Fundraising

Launch of Accelerated Bookbuild

Rosslyn (AIM: RDT), the provider of a leading cloud-based enterprise data analytics platform, is pleased to announce a proposed fundraising to raise approximately £1.1 million (before expenses) via a placing of 36,405,687 new Ordinary Shares at the Issue Price of 2.0 pence per new Ordinary Share and the issue of the 2026 Convertible Loan Notes to certain institutional and other investors.

The Placing, which is being conducted by way of an accelerated bookbuild, will commence immediately following this Announcement and is expected to close later today. Due to the existing share authorities available to the Company to issue new Ordinary shares, the Placing will be conducted in two tranches:

·      a firm placing of 7,399,000 new Ordinary Shares at the Issue Price to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the general meeting of the Company on 27 November 2025; and

·      a conditional placing of 29,006,687 new Ordinary Shares at the Issue Price to be issued conditional on the passing of the Resolutions at the General Meeting.

Furthermore, in order to provide retail investors with an opportunity to participate in the Fundraising, the Company is proposing to raise up to an additional £0.25 million by way of a retail offer via the Bookbuild Platform at the Issue Price. A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms. Those investors who subscribe for Fundraising Shares via the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The Issue Price represents a discount of approximately 16.7 per cent. to the closing mid-market price on 24 March 2026 (being the latest practicable date prior to the date of this announcement). The net proceeds from the Fundraising will provide working capital support to the Company to deliver the Group's business plan which the Board believes would contribute towards monthly cash generation and profitability in FY 2028.

The Company has also agreed to issue a further 5,114,164 new Ordinary Shares at the Issue Price in lieu of historical fees owed by the Company.

A circular containing further details of the Fundraising and Notice of General Meeting to be held at the offices of the Company at C/O Ampa Holdings LLP Level 19, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG on 13 April 2026 at 11.00 a. is expected to be despatched to Shareholders on or around 26 March 2026. Following its publication, the Circular will be available on the Company's website at https://www.rosslyn.ai/investors. Defined terms in this announcement are set out at the end of the announcement.

The Firm Placing is conditional upon, inter alia, First Admission becoming effective at 8.00 a.m. on 31 March 2026 (or such later date as may be agreed by the Company and Cavendish). The Conditional Placing, the issue of the 2026 Convertible Loan Notes, the issue of the Fee Shares and the Retail Offer are conditional on, inter alia, the passing of the Resolutions by Shareholders at the General Meeting, notice of which is set out at the end of this document. It is expected that Second Admission of the Conditional Placing Shares, the Fee Shares and the Retail Offer Shares will occur no later than 8.00 a.m. on 14 April 2026 (or such later date as may be agreed by the Company and Cavendish), but in any event not later than the Long Stop Date.

Following its publication, the Circular will be available on the Company's website at https://www.rosslyn.ai/investors. Defined terms in this announcement are set out at the end of the announcement.

Paul Watts, Chief Executive Officer of Rosslyn, commented:

"We are making solid progress across our business. We have established a strong relationship with our major client that is one of the world's 10 largest companies - and which represents a substantial growth opportunity for Rosslyn. We are experiencing excellent momentum with our AI classification engine, AICE, and have already developed two further AI-based tools that will enhance our offer. Alongside this, we have continued to seek new business, with a number of new contracts having been won this year. Accordingly, we believe this fundraising will provide the foundations on which we can deliver sustainable growth."

Further details of the Transaction are set out below.

The person responsible for arranging the release of this Announcement on behalf of the Company is Paul Watts, a Director of the Company.

For further information please contact:

Rosslyn
Paul Watts, Chief Executive Officer James Appleby, Chairman	[phone]
Cavendish Capital Markets Limited (Nominated adviser and Broker)
Stephen Keys / George Lawson / Joe Smith	[phone]
Gracechurch Group (Financial PR)
Claire Norbury/Anysia Virdi	[phone]

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

	2026
Announcement of the Transaction	25 March
Announcement of the results of the Placing	26 March
Posting and publication of the Circular and Form of Proxy	26 March
First Admission and commencement of dealings in the Firm Placing Shares on AIM	31 March
Firm Placing Shares credited to CREST members' accounts	31 March
Despatch of definitive share certificates in respect of the Firm Placing Shares to be issued in certificated form	by 14 April
Announcement of the result of the Retail Offer	31 March
Latest time and date for receipt of completed Forms of Proxy or electronic proxy appointments for use at the General Meeting	11.00 a.m. on 9 April
General Meeting	13 April
Announcement of the result of the General Meeting	13 April
Second Admission  and commencement of dealings in the Conditional Placing Shares, the Fee Shares and the Retail Offer	14 April
Conditional Placing Shares, Fee Shares and Retail Offer Shares credited to CREST members' accounts	14 April
Despatch of definitive share certificates in respect of the Conditional Placing Shares and the Retail Offer Shares	by 28 April

Notes:

(i)      References to times in this document are to London time (unless otherwise stated).

(ii)     If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

(iii)    The timing of the events in the above timetable and in the rest of this document is indicative only.

1.     Background to and reasons for the Fundraise

In October 2024, the Company announced a £3.35 million equity fundraise (before expenses) to primarily drive the execution of the Group's business strategy, and Rosslyn has continued to make progress since that time, namely:

(a)     Successful deployment of the Rosslyn platform with the Major Client

Initially contracted to the central procurement department of one of the world's 10 largest companies (the "Major Client"), the first phase of the project went live towards the end of FY 2025.

The deployment of the Rosslyn platform with the Major Client represents a significant strategic and operational endorsement of the Company's offering.

(b)     Launch and roll out of AICE

The Company's AI journey began at the start of FY 2024 when the Company sought to develop the Rosslyn Artificial Intelligence Classification Engine ("AICE"), a tool that could automate procurement data categorisation and classification post-extraction and enrichment.

Following a successful trial period, AICE became operational with the first customer in April 2024 and was then launched and made commercially available in FY 2025 as an additional module to Rosslyn's platform. Momentum has been maintained since, with AICE now rolled out and adopted by three customers, as well as being trialled by a further six customers, one of whom is the Major Client.

(c)     Development of two further AI-powered tools

Following the extraction, enrichment and classification of procurement data, the Group has looked to develop a procurement data lake which, through machine learning, can lead to predictive intelligence so that customers can better understand and act on their procurement data. This has resulted in the development and launch of two further AI-powered tools in addition to AICE, IniTrack and Benchmarking, with the first purchase being made in July 2025 by a global media and technology company:

●        IniTrack enables users to plan, track and report on the progress of their procurement initiatives in real time. The provision of predictive intelligence by the tool allows for the alert to a spend manager of a potential outcome. While primarily focused on spend, it also has the capability to track other initiatives, such as seeking to reduce risk within the supply chain or increase sustainability; and

●        Benchmarking has been designed to provide a comprehensive price comparison across a number of use cases. Users can gain insight into how their spending compares between divisions, against industry peers and public price books, with these comparisons available instantly.

(d)     Enhanced quality of revenue

The Company has previously announced its strategic decision to prioritise the quality of revenues and not renew certain low-value/low-margin contracts. This strategy, combined with certain price increases from existing clients and a reduction in hosting costs, has resulted in a significant improvement to gross margins for H1 2026 of 46.3 per cent. versus 35.7 per cent. for the same period in FY 2025. Further price increases are also expected from two more existing clients in FY 2026.

(e)     New contract wins

The Group has continued to seek new business wins and, as detailed in the Company's H1 2026 results, contracts with two new customers were signed in the first half of the financial year, comprising:

●        A three-year contract with a global media and technology company that will generate $160k of ARR as well as $60k in professional services fees in the first year. As outlined above, the customer, which is a spin-off of an existing long-standing customer of the Group, will be using IniTrack and Benchmarking; and

●        A one-year contract with a British train operating company signed in May 2025, which is worth £85k of revenue over the term of the contract.

Further to the above, in January 2026 the Company secured a new contract with a global leader in licensing process technology and supply of catalysts to provide solutions for clients to decarbonise and increase the yield and efficiency of their chemical processes. The current contract has a one-year term and has a total value of £95k, comprising licence fees of £65k and £30k for system implementation. This contract was awarded to the Group to ensure continued service provision to the customer following its divestiture from a pre-existing longstanding client of Rosslyn, for whom the commercial relationship with Rosslyn will continue separately.

The customer is currently in the process of being acquired by a major Fortune 500 company that serves a broad range of industries and geographies around the world. Should the acquisition complete, it is intended that the Rosslyn contract would be transferred to the customer's new parent organisation, and the Directors believe that this would also provide the Company the opportunity to expand its service provision within the Fortune 500 company.

The market

The Board believes that the Group remains well-positioned to benefit from a market that is undergoing significant disruption. There continues to be a requirement for a spend intelligence solution in order to provide data-driven agility, potential savings opportunities, sustainable supply chains, mitigations of financial risk, and improved cash flow, and Rosslyn has provided its solutions for over 18 years to enterprises with some of the most complex organisation and data landscapes.

The need for a spend intelligence solution is driven by a lack of visibility by procurement teams over large and/or poor quality datasets that may operate across multiple geographies, systems and currencies, and also a growing demand for enterprises to manage increasing large amounts of supply chain data.

The market that the Group operates in also continues to grow, with the global spend analytics market forecast to increase from $3.21 billion in 2024 to $21.30 billion in 2032 (Source: Spend Analytics Market - Global Market Size, Share, and Trends Analysis Report - Industry Overview and Forecast to 2032 | Data Bridge Market Research). The Directors believe that the total addressable market, being the enterprise segment, is currently valued at between $1.9bn - $2.6bn, and of this between $10 million - $25 million be accessible by the Company. The Directors believe the key trends driving this market growth can be attributed to increased technological development through a growth in AI capabilities and the Cloud, a rise in general compliance and corporate governance requirements, and macro-economic instability and challenges necessitating the need for cost-optimisation.

The Board continues to view the marketplace in three tiers and believes the goal for Rosslyn in each tier to be as follows:
Tier	No. of companies	Characteristics/Spend	Goals	Competition
1	500	•  Highly complex •  $10bn+ in spend	•  £250k+ ARR per fully deployed client •  £3m goal	•  SpendHQ •  Sievo
2	2,000	•  Highly complex •  $2bn+ in spend	•  £90k+ ARR per win •  £3m goal	•  SpendHQ •  Simfoni •  Sievo
3	5,000	•  Minimal complexity •  $250m+ in spend •  Divisional/regional level projects	•  £40k ARR per win •  £1m goal	•  Ignite Procurement •  Spendata

Growth strategy

The following roadmap has been identified that the Directors believe will enable the Company to be profitable and cash generative on a monthly basis in FY 2028:

(a)     The Major Client

In addition to the work performed with the Major Client to-date, the Group is currently in advanced discussions over the following two near-term opportunities:

●        Increasing the volume of data that the Major Client processes through Rosslyn's platform; and

●        Expansion of the Group's service provision with the Major Client through the commencement of trialling AICE in its central procurement department.

The Directors estimate that these initiatives could generate additional ARR of up to $340k.

(b)     Further customer adoption of new AI modules

The Company has an ongoing vision to empower procurement with AI-enhanced intelligence and decision automation for strategic excellence. In addition to IniTrack and Benchmarking, which the Directors believe, together with AICE, could generate £1 million of revenue through cross-selling to the existing customer base, the following additional AI-powered products have been identified for 2026 and beyond:

●        Automated Insights: Seeks to provide procurement teams with granular, actionable insights that are shared in real-time;

●        Enhanced Dashboarding: Already an existing module that is able to build flexible dashboards and reports through an intuitive user interface, aims to incorporate AI and natural language to improve its effectiveness and accuracy;

●        Strategic Playbooks: Intention for the module, once developed, to utilise AI to provide recommendations on category or supplier management; and

●        Connect Further AI: Aims to make use of consolidated, enriched and classified data to power internal AI projects.

The Group looks forward to providing updates on the above initiatives as they progress and as the AI market continues to grow the Board believes the ongoing adoption of its AI technologies by customers continues to represent a transformational opportunity for Rosslyn.

(c)     Conversion of pipeline

As at 31 October 2025, the Company had a total pipeline of £3.5 million, and a weighted pipeline of

£0.9 million. The pipeline currently comprises the following:

Pipeline	Short Term <6 months		Long Term >6 months
Major Client	£470k		£150k
New Business	£450k		£1,560k
Expansion with Existing Customers	£470k		£360k
Total	£1,390		£2,070k

In addition to the opportunities with the Major Client outlined above, the Directors believe there will be the chance to expand to other departments within the Major Client. An introduction has already been made to one department and the long term pipeline includes the expansion to a third department. The expansion opportunities with existing customers includes both upsells and renewals.

(d)     Continued tight cost control

The cash burn rate of the Company for H1 2026 was £175k per month. This has since been reduced following the implementation of a number of cost-cutting measures, including staff redundancies. The Directors believe this can come down further to an average monthly cash burn of £65k for FY 2027.

Fundraising

Notwithstanding the above progress and identified roadmap, it was announced in the Company's H1 2026 results that some of the pipeline it had expected to convert in H2 2026 would now be anticipated in the first half of the next financial year. Furthermore, the Board has not seen the return on investment it had expected on its partnership with one of the world's five largest consulting firms (the "Consulting Partner").

The Board has therefore continued to monitor the Group's various funding options, and with a cash balance of £0.7 million as at 31 October 2025 has decided that it is in the best interests of Shareholders and the Company to undertake the Fundraising. The Board believes that the net proceeds of the Fundraising, together with the execution of the Company's growth strategy, would contribute towards monthly cash generation and profitability in FY 2028, and has aspirations to grow the Company's ARR to £4 million in the near-term at a greater than 60 per cent. gross margin.

Without the additional funding proposed to be raised in connection with the Fundraising, the Board anticipates that the Group will face liquidity pressures and, in the absence of alternative funding proposals, would not have the sufficient funds required to meet its short-term working capital requirements.

The Board therefore strongly recommends that Shareholders vote in favour of the resolutions required to approve the Fundraising.

2.     Details of the Fundraising

Details of the Placing

The Company is conditionally raising gross proceeds of approximately £0.73 million through the Placing at the Issue Price. The Placing comprises a firm placing of 7,399,000 Firm Placing Shares and a conditional placing of 29,006,687 Conditional Placing Shares with new and existing institutional investors, other investors, and those referred to in paragraph 4 below. The Issue Price represents a discount of approximately 16.7 per cent. to the closing mid-market price of 2.4 pence on 24 March 2026, being the latest practicable date prior to publication of this announcement.

Pursuant to the Placing Agreement, Cavendish has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.

The Firm Placing has not been underwritten by Cavendish or any other party and is conditional, inter alia, on:

●        First Admission becoming effective by not later than 8.00 a.m. on 31 March 2026 (or such later date as may be agreed by the Company and Cavendish), but not longer than the Long Stop Date; and

●        the Placing Agreement becoming unconditional with respect to First Admission and not having been terminated by Cavendish in accordance with its terms.

The Conditional Placing has not been underwritten by Cavendish or any other party and is conditional, inter alia, on:

●        the Placing Agreement not having been terminated in accordance with its terms prior to Admission;

●        the Resolutions being passed by Shareholders at the General Meeting;

●        the issue of the 2026 Convertible Loan Notes; and

●        Second Admission becoming effective by no later than 8.00 a.m. on 14 April 2026 (or such later time and/or date as the Company and Cavendish may agree), but not later than the Long Stop Date.

The Conditional Placing is not conditional upon the completion of the Retail Offer, but is conditional upon the issue of the 2026 Convertible Loan Notes. Completion of the Retail Offer and the issue of the 2026 Convertible Loan Notes are conditional, inter alia, upon completion of the Conditional Placing.

The Placing Agreement contains customary warranties from the Company in favour of Cavendish in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cavendish in relation to certain liabilities that they may incur in respect of the Fundraising.

The Fundraising comprises the Firm Placing, the Conditional Placing, the issue of the 2026 Convertible Loan Notes and the Retail Offer. The Conditional Placing is conditional, among other matters, on the passing of resolutions to be proposed at the General Meeting, granting authority to the Directors to allot the Conditional Placing Shares, the Fee Shares, the Retail Offer Shares and issue the 2026 Convertible Loan Notes on a non- pre-emptive basis, and on Second Admission.

Cavendish (acting in good faith) has the right to terminate the Placing Agreement in certain circumstances prior to First Admission or Second Admission, including (but not limited to): in the event that there has, in the opinion of Cavendish (acting in good faith) been a breach, or an alleged breach, of any of the warranties in the Placing Agreement or there has occurred in the opinion of Cavendish (acting in good faith) a material adverse change or any development reasonably likely to involve a prospective material adverse change in the condition (financial, operational, legal or otherwise), earnings, business affairs or business prospects of the Company or the Group (which is material in the context of the Group taken as a whole), whether or not foreseeable as at the date of the Placing Agreement and whether or not arising in the ordinary course of business. Cavendish may also terminate the Placing Agreement if there has been a significant change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which Cavendish considers (acting in good faith) makes it impractical or inadvisable to proceed with the Placing or Admission.

Details of the Retail Offer

The Company values its retail Shareholder base and believes that it is appropriate to provide the retail community resident in the United Kingdom the opportunity to participate in the Retail Offer at the Issue Price.

The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/674G81/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild Platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any

intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.

The Retail Offer will be opened to eligible investors in the United Kingdom at 5.20 p.m. on 25 March 2026. The Retail Offer is expected to close at 12.00 p.m. on 31 March 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

To be eligible to participate in the Retail Offer, applicants must be a customer of one of the participating intermediaries listed on the above website, resident in the United Kingdom and aged 18 years or over.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The Retail Offer is an offer to subscribe for transferable securities and has been offered in the United Kingdom under an exception from the prohibition on offers to the public pursuant to Schedule 1 (Part 1) of the POATR and under an exemption from the requirement to publish a prospectus under the PRM.

As set out above, a separate announcement will shortly be made by the Company regarding the Retail Offer and its terms.

Conditional on the Conditional Placing being completed and Second Admission taking effect and the issue of the 2026 Convertible Loan Notes, up to 12,500,000 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.25 million (before expenses). The Retail Offer Shares, when issued and fully paid, will rank pari passuin all respects with the Existing Ordinary Shares (and the Placing Shares).

Details of the 2026 Convertible Loan Notes

Hargreave Hale AIM VCT plc ("Canaccord") and Maven Renovar VCT plc ("Maven") have each signed a non-binding term sheet for £175,000 each of 10 per cent. convertible loan notes. The terms of the 2026 Convertible Loan Notes are that they are repayable after 5 years and carry an interest rate of 10 per cent. per annum which will be rolled up. The Fundraise is conditional on binding agreements being entered into for the issue of these convertible loan notes.

The principal and rolled up interest are convertible into Ordinary Shares at the repayment date at the noteholders option. The 2026 Convertible Loan Notes convert into Ordinary Shares at a price of the lower of (1) 2.0p, (2) the subscription price of the last funding round prior to a conversion event, (3) in respect of an early redemption only, the closing bid price per Ordinary Share on the business day immediately preceding the date of the conversion, or (4) a 25 per cent. discount on the offer price per Ordinary Share on a change of control. Such conversion price can never be lower than the nominal value of the Ordinary Shares.

3.     Directors, PDMR and Substantial Shareholders' intended participation in the Fundraising

In addition to Canaccord's participation in the 2026 Convertible Loan Notes, the following Directors, PDMR and certain substantial shareholders (as defined in the AIM Rules) have each indicated their intentions to subscribe for, in aggregate, 22,000,000 Placing Shares at the Issue Price, as follows:

Name	Number of Existing Ordinary Shares	Proposed number of Placing Shares subscribed for	Proposed number of Ordinary Shares held on Admission	Expected % of Enlarged Issued Share Capital
James Appleby Non-Executive Chairman	5,830,909	3,000,000	8,830,909	6.90%
John Chessher Non-Executive Director	Nil	1,000,000	1,000,000	0.78%
Ed Riddell Finance Director	Nil	500,000	500,000	0.39%
First Equity Limited	10,680,000	10,000,000	20,680,000	16.16%
Bottomley Family	8,425,000	7,500,000	15,925,000	12.44%

1.     Assuming the Retail Offer is subscribed for in full.

4.     EIS/VCT Schemes

Although the Directors believe that the Placing Shares to be issued pursuant to the Placing will be 'eligible shares' and will be capable of being a qualifying holding for the purposes of investment by VCTs and will also satisfy the conditions of section 173 of ITA for the purposes of the EIS and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the Placing Shares from being eligible for EIS and VCT investments on this occasion, none of the Directors, the Company, Cavendish, any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.

5.     Admission, Settlement, Dealings and Total Voting Rights

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

Application will be made to the London Stock Exchange for the admission of the Firm Placing Shares to trading on AIM and it is expected that First Admission will occur at 8.00 a.m. on 31 March 2026 or such later time and/or date as Cavendish and the Company may agree.

Subject to the passing of the Resolutions, application will be made to the London Stock Exchange for the admission of the Conditional Placing Shares, the Fee Shares and the Retail Offer Shares to trading on AIM. Second Admission is expected to occur at 8.00 a.m. on 14 April 2026 or such later time and/or date as

Cavendish and the Company may agree (being in any event no later than 8.00 a.m. on 28 April 2026).

6.     General Meeting

A notice convening a general meeting of the Company to be held at the offices of the Company at C/O Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG at 11.00 a.m. on 13 April 2026 will be included in the Circular.

The Notice of General Meeting will set out the proposed Resolutions upon which Shareholders will be asked to vote. The Resolutions are an ordinary resolution to issue and allot, as applicable, the Conditional Placing Shares, the Fee Shares, the Retail Offer Shares and the 2026 Convertible Loan Notes and a special resolution to disapply pre-emption rights for the issue of the Conditional Placing Shares, the Fee Shares, the Retail Offer Shares and the 2026 Convertible Loan Notes. The ordinary resolutions will require a majority of those Shareholders present in person or by proxy and the special resolution will require a majority of 75 per cent. of those Shareholders voting to vote in favour in order to be passed.

DEFINITIONS

The following definitions apply throughout this document and the accompanying Form of Proxy, unless the context requires otherwise or unless it is otherwise specifically provided:

"2026 Convertible Loan Notes"      the 10 per cent. convertible loan notes to be issued to each of 2026 CLN Holders

"2026 CLN Holders"                       Hargreave Hale AIM VCT plc and Maven Renovar VCT plc

"Admission"                                  the First Admission and/or the Second Admission, as the case may be

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

"AIM Rules"                                   the AIM Rules for Companies published by the London Stock Exchange from time to time

"Announcement"                           the announcement of the Transaction made by the Company on 25 March 2026

"Articles"                                       the articles of association of the Company

"Bookbuild Platform"                    the online capital markets platform developed by BB Technology Limited, a company registered in England and Wales with company number 13508012 and whose registered office is at Kinetic Business Centre, Theobald Street, Elstree, Hertfordshire, England, WD6 4PJ

"certificated" or

"in certificated form"

an Existing Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)

"Circular" or "document"              s circular, containing details of the Transaction and Notice of General  Meeting

"Company" or "Rosslyn"               Rosslyn Data Technologies plc, a company incorporated in England

and Wales under the Companies Act 2006 with registered number 08882249 and having its registered office at C/O Ampa Holdings LLP, Level 19, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG

"Conditional Placing"                    the placing of the Conditional Placing Shares

"Conditional Placing Shares"                the new Ordinary Shares to be issued and allotted pursuant to the

Conditional Placing

"CREST" or "CREST system"      the relevant system (as defined in the CREST Regulations) in respect

of which Euroclear is the operator (as defined in those regulations)

"CREST Regulations"                    the Uncertificated Securities Regulations 2001 (SI2001/3755)

"Directors" or "Board"                   the directors of the Company or any duly authorised committee

thereof

"EIS"                                             Enterprise Investment Scheme

"Enlarged Issued Share Capital" the issued ordinary share capital of the Company immediately

following Second Admission

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

"Existing Ordinary Shares"            the 73,987,425 Ordinary Shares in issue prior to the Fundraising

"FCA"                                            the Financial Conduct Authority

"Fee Shares"                                 the 5,114,164 new Ordinary Shares to be issued and allotted to a financial adviser in lieu of fees owed

"Firm Placing"                               the placing of the Firm Placing Shares

"Firm Placing Shares"                   the new Ordinary Shares to be issued and allotted pursuant to the

Firm Placing

"First Admission"                         the admission of the Firm Placing Shares to trading on AIM   becoming effective in accordance with Rule 6 of the AIM Rules

"Form of Proxy"                            the form of proxy for use by Shareholders in connection with the

General Meeting which accompanies this document

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

"Fundraise" or "Fundraising"        the Firm Placing, Conditional Placing, issue of the 2026 Convertible

Loan Notes and Retail Offer

"FY 2025"                                       the financial year ended 30 April 2025

"General Meeting"                          the general meeting of the Company convened for 11.00 a.m. on 13 April 2026 (or any adjournment thereof) notice of which is set out at the end of this document

"Group"                                         Rosslyn Data Technologies plc and its subsidiary undertakings

"ISIN"                                            International Securities Identification Number

"Issue Price"                                  2.0 pence per New Ordinary Share

"London Stock Exchange"             London Stock Exchange plc

"Long Stop Date"                           28 April 2026

"MAR"                                           Regulation (EU) No 596/2014 on market abuse, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended.

"New Ordinary Shares"                  the Placing Shares, the Retail Offer Shares and the Fee Shares

"Nominated Adviser" or

"Cavendish"

Cavendish Capital Markets Limited, the Company's nominated adviser and sole broker

"Notice of General Meeting"           the notice convening the General Meeting set out at the end of this

document

"Ordinary Shares"                          ordinary shares of 0.1 pence each in the capital of the Company

"Placee"                                        persons to be procured by Cavendish to subscribe for Placing Shares pursuant to the provisions of this Agreement and "Placee" shall be construed accordingly

"Placing"                                       the placing of Placing Shares by Cavendish on behalf of the Company at the Issue Price pursuant to the Placing Agreement

"Placing Agreement"                     the agreement dated 25 March 2026 between the Company and

Cavendish relating to the Firm Placing and the Conditional Placing

"Placing Shares"                           the Firm Placing Shares and the Conditional Placing Shares

"POATR"                                       the Public Offers and Admissions to Trading Regulations 2024

"PRM"                                           Prospectus Rules: Admission to Trading on a Regulated Market sourcebook

"Registrar"                                     MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL

"Regulatory Information Service" or "RIS"

a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website, http://www.fca.org.uk/

"Resolutions"                                the resolutions proposed at the General Meeting as set out in the Notice of General Meeting

"Retail Offer"                                 the proposed conditional offer of Retail Offer Shares to retail investors in the United Kingdom through intermediaries on the Bookbuild Platform pursuant to the Retail Offer Intermediaries Agreements and the Retail Offer documents

"Retail Offer Intermediaries Agreements"

the agreements between the Company and the intermediaries in relation to the Retail Offer which set out the terms and conditions upon which each intermediary agrees to make the Retail Offer available to retail investors in the United Kingdom to subscribe for Retail Offer Shares

"Retail Offer Shares"                      the up to 12,500,000 new Ordinary Shares to be issued pursuant to

the Retail Offer

"Second Admission"                     the admission of the Conditional Placing Shares, the Fee Shares and the Retail Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"Securities Act"                             the United States Securities Act of 1933, as amended

"Shareholders"                              the holders of Ordinary Shares (as the context requires) at the relevant time

"Transaction"                                the Fundraising and issue of the Fee Shares

"uncertificated" or

"in uncertificated form"

recorded on the relevant register of Ordinary Shares 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

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

"United States" or "US" or

"USA"

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 OF THE POATR AND WHO ALSO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING 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 ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ROSSLYN DATA TECHNOLOGIES PLC.

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

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

THE COMPANY'S BROKERS, CAVENDISH CAPITAL MARKETS LIMITED, WHO ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, ARE ACTING FOR THE COMPANY AND NO ONE ELSE IN RELATION TO THE PROPOSALS SET OUT IN THIS ANNOUNCEMENT. CAVENDISH DOES NOT HAVE ANY AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OR ANY OTHER PERSON IN CONNECTION WITH THE COMPANY.

ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS ANNOUNCEMENT RELATES SHOULD CONSULT A PERSON DULY AUTHORISED FOR THE PURPOSES OF FSMA WHO SPECIALISES IN THE ACQUISITION OF SHARES AND OTHER SECURITIES.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cavendish or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa, Hong Kong or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of 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, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South African Reserve Bank or any other applicable body in the Republic of Ireland, the Republic of South Africa or Hong Kong in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong. 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, the Republic of Ireland, the Republic of South Africa or Hong Kong or any other jurisdiction outside the United Kingdom.

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

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Information" section of this Announcement.

The Company proposes to raise capital by way of, inter alia, a Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1          it is a Relevant Person 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;

2          in the case of a Relevant Person in a Relevant State who acquires any Placing Shares pursuant to the Placing:

(a)        it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;

(b)        in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:

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

(ii)         where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

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

(a)        it is a Qualified Investor as defined in paragraph 15 of Schedule 1 of the POATR;

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

(i)         the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or

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

4          it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

5          it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

6          except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

This Announcement (including this Appendix) is not a prospectus and has not been prepared in accordance with the requirements for a prospectus for the purposes of the PRM. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Publicly Available Information and subject to any further terms set forth in the form of confirmation to be sent to individual Placees. No prospectus or other offering document has been or will be made available in any jurisdiction in connection with the Placing and no such document is required (in accordance with the Prospectus Regulation or the PRM) to be published.

The Announcement (including this Appendix) has been prepared on the basis that no prohibited offer of securities to the public (within the meaning of the POATR) is being made or will be made in the United Kingdom or elsewhere. The Placing is being made only in circumstances which do not constitute a prohibited offer to the public for the purposes of the POATR.

Accordingly, no prospectus is required to be published in connection with the Placing. Any person who receives this Announcement should not distribute or use it for the purposes of making an offer of securities to the public. Any person who receives this Announcement (including this Appendix) should only do so in circumstances in which no obligation arises for the Company or Cavendish to produce a prospectus for such offer.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, Cavendish or any other person and none of the Company, Cavendish or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placees should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Cavendish has today entered into a Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares at the issue price of 2.0 pence per Placing Share.

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

Application for admission to trading

Applications will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

Due to the existing share authorities available to the Company to issue new Ordinary Shares, the Placing will be conducted in two tranches, as follows: (i) a firm placing of 7,399,000 new Ordinary Shares at the Issue Price to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the general meeting of the Company on 27 November 2025; and a conditional placing of 29,006,687 new Ordinary Shares at the Issue Price to be issued conditional on the passing of the Resolutions at the General Meeting. It is expected that First Admission will become effective and dealings in the Firm Placing Shares will commence on AIM at 8.00 a.m. on 31 March 2026. Subject, inter alia, to the Resolutions being passed, it is expected that Second Admission will become effective and that dealings in the Conditional Placing Shares will commence on AIM at 8.00 a.m. on 14 April 2026.

Principal terms of the Placing

1          Cavendish is acting as broker to the Company in respect of the Placing, as agent for and on behalf of the Company. Cavendish is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to each of Cavendish's customers or for providing advice in relation to the matters described in this Announcement. 

2          Participation in the Placing will only be available to persons who may lawfully be and are invited by Cavendish to participate. Cavendish and any of its affiliates are entitled to participate in the Placing as principal.

3          The price per Placing Share is 2.0 pence and is payable to Cavendish as agent of the Company by all Placees.

4          Subject to the Company's final approval, each Placee's allocation is determined by Cavendish following consultation with the Company and has been or will be confirmed orally by Cavendish, as applicable, and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Cavendish and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the prior written consent of Cavendish, such commitment will not be capable of variation or revocation.

5          Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in that form of confirmation.

6          Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish as agent for the Company, to pay to it (or as they may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

8          All obligations of Cavendish under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

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

10         To the fullest extent permissible by law and applicable FCA rules, none of (a) Cavendish, (b) any of its affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Cavendish as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cavendish), nor (d) any person acting on behalf of Cavendish, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct in relation to the Placing or of such alternative method of effecting the Placing as Cavendish and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by Cavendish, as soon as it is able which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cavendish.

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

Settlement of transactions in the Placing Shares (ISIN: GB00BMV2DB09) following the relevant Admission will take place within the CREST system, subject to certain exceptions. In respect of the Firm Placing Shares, settlement through CREST is expected to take place on 31 March 2026 unless otherwise notified by Cavendish and First Admission is expected to occur no later than 8.00 a.m. on 31 March 2026 unless otherwise notified by Cavendish. In respect of the Conditional Placing Shares, settlement through CREST is expected to take place on 14 April 2026 unless otherwise notified by Cavendish and Second Admission is expected to occur no later than 8.00 a.m. on 14 April 2026 unless otherwise notified by Cavendish. The deadline for Placees to input instructions into CREST is 12.00 pm on 30 March 2026 in respect of the Firm Placing Shares and 12.00 pm on 13 April 2026 in respect of the Conditional Placing Shares. Each Admission and settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Cavendish may agree that the Placing Shares should be issued in certificated form. Cavendish reserves the right to require settlement of the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing Sterling Overnight Index Average (SONIA) as determined by Cavendish.

Each Placee agrees that if it does not comply with these obligations, Cavendish may sell, charge by way of security (to any funder of Cavendish) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for Cavendish's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by Cavendish as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.

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

Conditions of the Placing

Cavendish's obligations under the Placing Agreement in respect of the Firm Placing Shares are, and the Firm Placing is, conditional upon, inter alia:

11         First Admission taking place not later than 8.00 a.m. on 31 March 2026 or such later date as is agreed in writing between the Company and Cavendish;

12         the Placing Agreement becoming unconditional with respect to First Admission and not having been terminated by Cavendish in accordance with its terms;

13         the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to First Admission; and

14         there not occurring, in Cavendish's opinion (acting in good faith), a material adverse change.

Cavendish's obligations under the Placing Agreement in respect of the Conditional Placing Shares are, and the Conditional Placing is, conditional upon, inter alia:

15         Second Admission taking place not later than 8.00 a.m. on 14 April 2026 or such later date as is agreed in writing between the Company and Cavendish, but in any event not later than 8.00 a.m. on the Long Stop Date;

16         the Placing Agreement not having been terminated by Cavendish in accordance with its terms;

17         the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Second Admission;

18         there not occurring, in Cavendish's opinion (acting in good faith), a material adverse change;

19         the General Meeting having taken place, no adjournment of the General Meeting having occurred without the prior written consent of Cavendish and the Resolutions having been passed at the General Meeting by the requisite majority without amendment;

20         the issue of the 2026 Convertible Loan Notes;

21         satisfaction or, where appropriate, the waiver of certain other conditions set out in the Placing Agreement,

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

For the avoidance of doubt, the Conditional Placing is not conditional on the Retail Offer (or any take up of the Retail Offer Shares), but is conditional upon the issue of the 2026 Convertible Loan Notes.

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Cavendish may agree), or the Placing Agreement is terminated in accordance with its terms, the Firm Placing and/or the Conditional Placing will lapse and the Placee's rights and obligations shall cease and terminate as applicable at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

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

Certain conditions may be waived in whole or in part by Cavendish, in its absolute discretion, by notice in writing to the Company and Cavendish may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

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

Neither Cavendish, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within Cavendish's absolute discretion.

Termination of the Placing

Cavendish may terminate the Placing Agreement, in accordance with its terms, at any time prior to First Admission or Second Admission if, inter alia:

22         any of the warranties in the Placing Agreement were, when given, untrue, inaccurate, or misleading; or

23         the Company fails or is unable to comply with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to the relevant Admission; or

24         any statement contained in the Placing Documents (as defined in the Placing Agreement) has become or been discovered to be untrue, inaccurate or misleading or there has been a material omission therefrom; or

25         a matter, fact, circumstance or event has arisen such that in the opinion of Cavendish (acting in good faith) a supplementary circular and/or supplementary press announcement is required to be published or released; or

26         a material adverse change has occurred.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Firm Placing or Conditional Placing, as the case may be, as described in this Announcement, shall cease and terminate as applicable at such time and no claim can be made by such Placee in respect thereof.

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

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Cavendish of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

Restrictions on issues of shares and other securities by the Company

The Company has undertaken to Cavendish that, during the period ending on the later of (i) 180 days after the date of Second Admission, and (ii) publication of the audited results of the Company for financial period ending 30 April 2026, it will not without the prior consent of Cavendish allot or issue, or enter into any agreement or arrangement which would give rise to an obligation or an increased obligation (in each case whether contingent or otherwise) to allot or issue, any share or any instrument or security convertible into a share in the capital of the Company (save for the allotment and issue of new Ordinary Shares in the capital of the Company pursuant to the Placing and the separate Retail Offer being made by the Company or the issue of shares or the grant and exercise of options pursuant to the option schemes, agreements and arrangements disclosed in the Circular).

By participating in the Placing, each Placee agrees that the exercise by Cavendish of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to these restrictions under the Placing Agreement shall be within the absolute discretion of Cavendish and that it need not make any reference to, or consult with, any Placee and that it shall have no liability to any Placee whatsoever in connection with any such exercise of the power to grant consent.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) that in each case as a fundamental term of such Placee's application for Placing Shares (save where Cavendish expressly agrees in writing to the contrary) that:

27         it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

28         it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation or the PRM; and (b) has been or will be prepared in connection with the Placing;

29         the Ordinary Shares in the capital of the Company are admitted to trading on AIM, and that, in addition to complying with its obligations pursuant to MAR, the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

30         it has made its own assessment of the Placing Shares 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 none of Cavendish, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested any of Cavendish, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

31         neither Cavendish nor any person acting on its behalf or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available 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;

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

33         neither the Company, Cavendish nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;

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

35         it has not relied on any investigation that Cavendish or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

36         the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on its behalf are responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

37         the Conditional Placing is not conditional on the Retail Offer (or any take up of the Retail Offer Shares), but is conditional upon the issue of the 2026 Convertible Loan Notes;

38         the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong or in any country or jurisdiction where any such action for that purpose is required;

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

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

(b)        has fully observed such laws and regulations;

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

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

40         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 resident of, or with an address in, or subject to the laws of, the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

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

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

43         it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

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

45         neither Cavendish, nor its affiliates, agents, directors, officers or employees 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 Placing and that participation in the Placing is on the basis that it is not and will not be a client of Cavendish and that Cavendish does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

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

47         no action has been or will be taken by any of the Company, Cavendish or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

48         the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither the Company nor Cavendish 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 acquire Placing Shares pursuant to the Placing and agrees to pay the Company and Cavendish in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to the CREST stock account of Cavendish or transferred to the CREST stock account of Cavendish, whereupon Cavendish will hold them as a nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

49         it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and Cavendish for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

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

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

52         if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the FSMA (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (b) a "Qualified Investor" as defined in paragraph 15 of Schedule 1 of the POATR. If it is within a member state of the EEA, it is a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

53         it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges that this Announcement is not being issued by Cavendish as an authorised person under Section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;

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

55         if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation or in the POATR, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the UK or in a Relevant State other than Qualified Investors, or in circumstances in which the express prior written consent of Cavendish has been given to the offer or resale;

56         it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

57         neither Cavendish nor any of its affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

58         neither the Company nor Cavendish, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of the Company, Cavendish or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of Cavendish's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

59         it acknowledges and accepts that Cavendish may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise and, except as required by applicable law or regulation, Cavendish will not make any public disclosure in relation to such transactions;

60         Cavendish and each of its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement 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 Cavendish and/or any of its affiliates, acting as an investor for its or their own account(s). Neither the Company nor Cavendish intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

61         it is aware of the obligations (i) regarding insider dealing in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations; and (ii) otherwise arising under the Regulations;

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

63         it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Cavendish's conduct of the Placing;

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

65         it irrevocably appoints any duly authorised officer of Cavendish as its agent for the purpose of executing and delivering to the Company and/or its Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

66         the Company, Cavendish and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Cavendish, on its behalf and on behalf of the Company and are irrevocable;

67         if it is acquiring 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 foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

68         time is of the essence as regards its obligations under this Appendix;

69         any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Cavendish;

70         the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

71         these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Ordinary Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Cavendish in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

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

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

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Cavendish for itself and on behalf of the Company and are irrevocable.

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

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

When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish 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. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from Cavendish's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.

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

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

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

END