Company Announcements

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF ACCESS INTELLIGENCE PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX I.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

ACCESS INTELLIGENCE PLC

("Access Intelligence", the "Company" or the "Group")

Proposed Placing of New Shares to raise £10.0 million for the Company

and

Proposed Placing of 4,576,239 Sale Shares in the Company

by way of an Accelerated Bookbuild

Access Intelligence (AIM: ACC), the technology innovator delivering Software-as-a-Service ("SaaS") solutions for the PR, communications and marketing industries, today announces a proposed Placing of new ordinary shares of 5 pence each in the capital of the Company via an accelerated bookbuild (the "Bookbuild" or "Bookbuilding Process") to raise gross proceeds for the Company of up to £10.0 million.

Highlights

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

The Placing

The Placing comprises a placing of an aggregate of up to 12,500,000 New Shares, to be effected in two tranches. The first tranche of up to 7,922,280 New Shares will utilise the Company's existing shareholder authorities to issue up to 7,922,280 New Shares (the "Firm New Shares") on a non-pre-emptive basis for cash (the "Firm Admission"). The second tranche of up to 4,577,720 New Shares (the "Conditional New Shares") will be conditional (amongst other things) on the passing of resolutions to grant authority to the Directors to allot the 4,577,720 New Shares and to disapply statutory pre-emption rights at a General Meeting (the "Conditional Admission").

In addition, as described above, the Sellers have indicated their intention to sell, in aggregate 4,576,239 existing Ordinary Shares at the Placing Price in the Placing.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Company intends to publish and send a circular ("Circular") to shareholders convening the General Meeting in connection with the issue of the Conditional Admission Shares on or around 10 December 2020. The Circular will also be available on the Company's website: https://www.accessintelligence.com/investors/

A further announcement will be made following the close of the Bookbuild, confirming final details of the Placing.

For further information:

Access Intelligence plc                                                                                                                           020 3426 4024

Joanna Arnold (CEO) / Mark Fautley (CFO)

finnCap Limited (Nominated Adviser and Broker)                                                                                                             020 7220 0500

Corporate Finance:

Marc Milmo / Kate Bannatyne / Kate Washington                                                         

Corporate Broking:

Alice Lane / Sunila de Silva

IMPORTANT NOTICE

This Announcement has been issued by and is the sole responsibility of the Company.

This information contained in this Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful.

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of any national resident or citizen of Canada, Australia or Japan. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom, Australia, Canada or elsewhere.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.

This Announcement is directed only at: (a) persons in the United Kingdom or any member states of the European Economic Area who are qualified investors within the meaning of Article 2(E) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") ("Qualified Investors") and (b) if in the United Kingdom, persons who also (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook; and (d) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Placing. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and finnCap to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Information for distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors who meet the criteria of professional clients and eligible counterparties.  For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

INTRODUCTION

The Company today announces a proposed issue of New Shares at a placing price of 80 pence per New Share, to raise gross proceeds receivable by the Company of up to £10.0 million. A Placing Price of 80 pence represents a discount of approximately 5.9 per cent. to the closing mid-market price of an Ordinary Share of 85 pence on 8 December 2020, (being the latest practicable business day prior to the date of this Announcement).

The Board intends to use the net proceeds of the Placing receivable by the Company to enhance the Group's technology and platform of products, for further geographic expansion, to continue to explore suitable acquisition opportunities in line with its strategy and to further strengthen its balance sheet. Further information on the Company's use of proceeds is set out below.

The New Shares will be admitted in two tranches, with 7,922,280 New Shares (the "Firm New Shares") expected to be admitted to trading on AIM on or around 15 December 2020 ("Firm Admission") and the remaining 4,577,720 New Shares (the "Conditional New Shares"), subject to (amongst other things) the passing of the Resolutions at the General Meeting being passed, to be admitted to trading on AIM on or around 5 January 2021 ("Conditional Admission").

In addition, the Placing is also proposed to include the sale of the Sale Shares at the Placing Price by the Sellers to raise gross proceeds receivable by the Sellers of, in aggregate, approximately £3.7 million.

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the appendices hereto ("Appendices") (together, this "Announcement") and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap Ltd ("finnCap") is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

The Placing is conditional, inter alia, on the Placing Agreement between the Company, the Sellers and finnCap becoming unconditional and not being terminated (in accordance with its terms). Conditional Admission of the Conditional New Shares is also conditional on, inter alia, upon the passing of the Resolutions at the General Meeting, which will give the Directors the required authority and power the allot the Conditional New Shares without the application of statutory pre-emption rights.

BACKGROUND TO AND REASONS FOR THE PLACING

Access Intelligence is a provider of media intelligence software, delivering SaaS solutions for the corporate communications and reputation management industry. The Group's software portfolio consists of three core solutions - Vuelio, ResponseSource and Pulsar. Together the portfolio offers a range of applications for reputation management, through the cloud, to clients in the PR, marketing and communication industries. The Group has operations in the UK, USA and Australia, employing c.195 people with over 3,500 customers globally.

Access Intelligence combines AI technologies with human expertise to analyse data and provide strategic insights in order that organisations can understand what has impact on their reputation and key audiences - from customers to stakeholders, politicians to influencers and the media. In the age of 'information overload' where influence moves in real-time across multiple platforms, Access Intelligence provides a single, real time view of what's important. This includes where risks or opportunities are emerging, when and how to engage, with the tools to evaluate how effective PR, communications and marketing activity is against commercial objectives.

Over the course of the last decade, the communications industry has seen a significant shift to a more digitalised environment. The traditional print and the broadcast mediums of trusted experts talking to the population have been disrupted by the internet, social networks and the adoption of mobile devices. In today's society anyone can be a "journalist", create an audience, entertain and inform, influence or start a global phenomenon. This accessibility to becoming an individual broadcaster is creating a huge increase in the volume of content produced every minute of every day.

As a result, an ever-growing number of stakeholders are becoming increasingly dependent and beholden to digital ecosystems to drive attention to meet their objectives. Everything from the success of a TV show, to establishing successful brands, to the election of a political candidate is decided by their interactions and traction online. In the recent US election, for example, marketing spend hit US$14 billion, double the total spend of 2016, and of this spend, more than 30% of presidential campaign advertising spend was digital.

Whilst there is a clear trend in online marketing spending overtaking traditional non-online marketing spend, from a media intelligence perspective it is not just about the amount of online marketing spend. Because digital spend funds online initiatives, the outcomes can be measured with a lot more precision and granularity than any other marketing activity. PR and brands are now clearly attuned to the importance of having the right level of insight into what audiences are talking about and overlaying who is creating those conversational topics and content, who are the tastemakers, and what other stakeholders are pushing their narratives alongside it.

The Board believes that this convergence of earned, shared, owned and paid media means that there is now a critical need for more sophisticated and comprehensive analytics solutions designed for untangling the causation and correlation of stories and engagements both online and offline. In this environment, experts and brands have to be able to understand how to place themselves within the audience mindset.

In this context, the Company has identified a number of areas in which it believes it can continue to enhance its products in order to maintain its market position and further grow its customer base. The Board believes that there is a need, and significant opportunity, to create a unified analytics layer infrastructure across multiple online platforms and offline data streams to support real time insights and activation across all platforms and channels.

Product development

The Board has identified three key areas to enhance its existing product offering in order to deliver this service:

A global omni-channel reputation intelligence solution

Evolving from social or media specific solutions, the Group will look to ensure its technology will provide customers with an enhanced integrated customer intelligence solution. The Board believes that by improving its integrated customer intelligence capability, the Group will further enhance its marketing and reputation intelligence in terms of global coverage, data range, depth of data enrichment and advanced content analytics.

Omni-channel audience profiling capabilities

The Group will also expand upon its already existing profiling capabilities into an omni-channel audience segmentation and profiling solution that expands analysis across all social media platforms, online news media, traditional media and events.

The objective of the audience profiler is to improve audience segmentation allowing customers to target new audiences and enrich their understanding of existing ones.

The construction of extensive proprietary data sets

The Group has commenced the process of building new data sets about multiple audiences and groups of influencers to complement Its existing extensive bank of data that has been created through the provision of services via the ResponseSource platform. 

The Board believe that the continued evolution of its technology offering into stakeholder and content intelligence will enable the Group to expand its addressable market from PR and Comms to Market Research, Advertising and Marketing.

Geographic expansion

The Board has, through its own due diligence and investigation, identified a significant geographic growth opportunity.

As the marcoms industry sees a converging of disciplines between earned, shared, owned and paid media, so do the estimated market sizes across the sector continue to grow. The global communications software market is expected to grow to US$10.8bn by 2023 whilst the increasing use of social media is seeing an accelerated growth in the global social media analytics industry software market and is expected to grow from US$4.7bn in 2019 to US$19.3bn in 2024.

Within this global market growth, the US market remains the largest and most mature market with the marketing software market valued at $17.3bn, accounting for over 31.5% of global share. Significant growth is also forecasted in the US social media analytics market with expectations that by 2024 it will be worth US$7.7bn, representing a CAGR of 32.2% from its current size of US$1.9bn.

The Board continues to believe that the US is a key demographic for further expansion and growth with the Group having made excellent progress in the region following the Pulsar acquisition in October 2019. In developing its presence in the US, the Group has two existing US sales heads, supported by three account managers, have generated over £1.0m of new ACV in the eleven months to October 2020 with new clients and partnerships in the Region including Twitter, Amazon, Bloomberg and NBC.

In addition to the US, the Board has identified APAC as a key new geography for expansion. The APAC media intelligence market has been growing at approximately 9.0% a year with the social media market being the fastest growing part of marcoms spend given the proliferation in the use of social platforms in the region. The APAC social media analytics market is expected to grow from US$1.4bn in 2019 to US$6.0bn in 2024 at a CAGR of 33.2% as companies continue to become increasingly aware of their reputation and social footprint. Similarly, the digital marketing software market in China is expecting significant growth, forecast to reach $20.4bn in the year 2027 with a CAGR of 18.5% between 2020 and 2027. The Board believe that the Company's social offering is well positioned to capitalise on the opportunity created by this trend.

The APAC media intelligence market remains fragmented with the largest player accounting for only a 17% market share, presenting Access Intelligence with the opportunity to establish themselves as a leading media analytics and intelligence provider in the region.

In order to capitalise on the opportunity presented by expanding into the US and APAC, the Company intends to scale up the headcount and sales and marketing in both regions. Access Intelligence has also identified a potential Group Chief Operating Officer who would greatly strengthen the depth of experience and enhance the capabilities of the Group in scaling customer service operations worldwide.

USE OF PROCEEDS

The Group is proposing to raise gross proceeds for the Company of up to £10.0 million, with the funds raised being for the following reasons:

CURRENT TRADING

The Group has today also announced a trading update for the year to 30 November 2020. Group ACV as at 30 November was £21.9 million with a particularly strong second half that saw £2.82 million of ACV being won. Revenue for the year ended 30 November is expected to be in the order of £19.1 million (2019: £13.4 million). New clients won in the second half of the year include McLaren Racing, Linklaters, Lamborghini, Amazon and LinkedIn.

Net cash at the year-end was £1.4 million and the Group also announced that it has entered into a CBILS loan of £2.0 million which will be drawn down in December 2020 and is repayable over 36 months.

INFORMATION ON THE PLACING

The Company proposes to raise up to £10.0 million through the issue of the New Shares at the Placing Price, which, at 80 pence, represents a discount of approximately 5.9 per cent. to the closing mid-market price of an Ordinary Share of 85 pence on 8 December 2020 (being the latest practicable business day prior to the date of this Announcement). In addition, the Placing is also proposed to include the placing of the Sale Shares, at the Placing Price, by the Sellers to raise, in aggregate, approximately £3.7 million receivable by the Sellers.

The Placing comprises a placing of an aggregate of 12,500,000 New Shares, to be effected in two tranches. The first tranche of up to 7,922,280 New Shares will utilise the Company's existing shareholder authorities to issue up to 7,922,280 New Shares on a non-pre-emptive basis for cash (the "Firm Admission"). The second tranche of 4,577,720 New Shares will be conditional (amongst other things) on the passing of resolutions to grant authority to the Directors to allot the 4,577,720 New Shares and to disapply statutory pre-emption rights at a General Meeting (the "Conditional Admission").

The Placing is subject to the satisfaction of certain conditions set out in this announcement and the Appendices and is being conducted by way of an accelerated bookbuild, which will be launched immediately following the publication of this Announcement. finnCap is acting as Nominated Adviser and Broker in connection with the Placing. The number of Placing Shares which are to be placed at the Placing Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of finnCap and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by finnCap.

Pursuant to the terms of the Placing Agreement, finnCap has conditionally agreed to use its reasonable endeavours to place the Placing Shares with certain institutional and other investors. The Placing Agreement is conditional upon, amongst other things, Firm Admission becoming effective on or before 8.00 a.m. on 15 December 2020 (or such later time and/or date as the Company and finnCap may agree, but in any event no later than 8.00 a.m. on 23 December 2020) and in respect of the Conditional New Shares, the Resolutions being duly passed without amendment (save as agreed between the Company and finnCap) at the General Meeting and Conditional Admission becoming effective on or before 8.00 a.m. on 5 January 2021, (or such later time and/or date as the Company and finnCap may agree, but in any event no later than 8.00 a.m. on 19 January 2021).

The Placing Agreement contains customary warranties and indemnities from the Company in favour of finnCap in relation to, amongst other things, the accuracy of the information in this Announcement and other matters relating to the Group and its business. The Placing Agreement also contains certain warranties from each Seller in favour of finnCap.  In addition, the Company has agreed to indemnify finnCap and its affiliates in relation to certain liabilities they may incur in respect of the Placing. finnCap can terminate the Placing Agreement at any time prior to Admission in certain circumstances, including in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement,  the occurrence of a force majeure event which in finnCap's opinion (acting in good faith) has a material adverse effect on, amongst other things, the operation of investment markets in the UK, or a material adverse change affecting the financial, operational or legal condition of the Group (taken as a whole).  If this right is exercised, the Placing will not proceed. The Placing is not being underwritten by finnCap (in whole or in part) or by any other person.

The Company has agreed to pay certain fees and commissions to finnCap in respect of the Placing in so far as they relate to the New Shares.  In addition, the Sellers have agreed to pay certain commissions to finnCap in respect of the Placing in so far as it relates to the Sale Shares.

Application has been made for the 7,922,280 Firm New Shares to be admitted to trading on AIM and it is expected that Firm Admission will become effective and that dealings in the Firm New Shares will commence at 8.00 a.m. on 15 December 2020. Application will be made for the second tranche of 4,577,720 Conditional New Shares to be admitted to trading on AIM and it is expected that Conditional Admission will become effective and that dealings in the 4,577,720 Conditional New Shares will commence at 8.00 a.m. on 5 January 2021. The New Shares will, if and when issued, rank pari passu in all respects with the existing Ordinary Shares (including the Sale Shares).

The New Shares are expected to represent approximately 14.8 per cent. of the Enlarged Share Capital with voting rights immediately following Conditional Admission.

PROPOSED DIRECTOR PARTICIPATION

Joanna Arnold, Mark Fautley, Christopher Satterthwaite and Chris Pilling, being Directors of the Company, have indicated that they intend to participate in the Placing. Should they do so, then such participation will be regarded as a related party transaction for the purposes of the AIM Rules.

GENERAL MEETING

Set out at the end of the Circular will be a Notice of General Meeting convening a General Meeting of the Company on 4 January 2021 at which the following Resolutions will be proposed:

a)         the Conditional New Shares to be issued by the Company pursuant to the Placing; and

b)         otherwise than in connection with paragraph (a) above, up to an aggregate nominal amount of £1,411,330.82 representing approximately one third of the Enlarged Share Capital.

a)         the Conditional New Shares to be issued by the Company pursuant to the Placing; and

b)         otherwise than in connection with paragraph (a) above, up to an aggregate nominal amount of £423,399.25 representing approximately 10 per cent. of the Enlarged Share Capital.

Section 551 of the Act provides that the directors of a company cannot allot new shares in its capital without the approval of its shareholders. The purpose of Resolution 1 is to give the Directors authority to allot Ordinary Shares for the purpose of the Placing. The purpose of Resolution 2 is to disapply pre-emption rights for the purpose of the Placing. 

If passed, these authorities will enable the Directors to effect the Placing in respect of the Conditional New Shares on a non-pre-emptive basis.

Resolution 1 is an ordinary resolution and requires a majority of more than 50 per cent. of the Shareholders voting to be passed. Resolution 2 is a special resolution and requires the approval of not less than 75 per cent. of the Shareholders voting to be passed. If the Resolutions are not passed by the requisite majority, the Conditional New Shares will not be able to be issued.

APPENDIX I

DEFINITIONS

APPENDIX II

SHARE CAPITAL AND STATISTICS

APPENDIX III

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 APPENDIX IV

TERMS AND CONDITIONS OF THE PLACING

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AND REPEALING DIRECTIVE 2003/71/EC (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER, AND (B) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK (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 ACCESS INTELLIGENCE PLC (THE "COMPANY").

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 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. 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 OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN 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, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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, the Selling Shareholders, finnCap 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, the Selling Shareholders and finnCap to inform themselves about and to observe any such restrictions.

Neither this Announcement nor any part of it constitutes or forms 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 or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "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. No action has been taken to obtain clearances in respect of or otherwise facilitate the participation in the Placing by persons in any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual 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 the "Important Notice" section of this Announcement.

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 Announcement.

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; and

2.          in the case of a Relevant Person in the United Kingdom or any member state of the EEA 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 the United Kingdom or any member state of the EEA other than Qualified Investors or in circumstances in which the prior written consent of finnCap 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 or any member state of the EEA 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; and

3.          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; and

4.          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

5.          except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note to be sent to individual Placees.

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 finnCap, the Selling Shareholders or the Company or any other person and none of finnCap,  the Selling Shareholders the Company nor 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 Placee should consider any information in the Publicly Available Information 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

finnCap has entered into a placing agreement (the "Placing Agreement") with the Company and the Selling Shareholders under which, on the terms and subject to the conditions set out in the Placing Agreement, finnCap, as agent for and on behalf of the Company and the Selling Shareholders, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten by finnCap.

The New Placing Shares that form part of the Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the issued ordinary shares of 5 pence each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Applications have been made to the London Stock Exchange for admission of the New Placing Shares to trading on AIM.

It is expected that: (i) Firm Admission will take place on or around 8.00 a.m. on 15 December 2020 and that dealings in 7,922,280 Firm New Shares will commence at the same time; and (ii) Conditional Admission will take place on or around 8.00 a.m. on 5 January 2021 and that dealings in the Conditional New Shares (being 4,577,720 New Shares) on AIM will commence at the same time.

Bookbuild

finnCap will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

finnCap shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its sole discretion, determine.

A Relevant Person who wishes to participate in the Bookbuild should communicate its bid by telephone to its usual sales contact at finnCap. If successful, an allocation will be confirmed orally following the close of the Bookbuild, and a conditional contract note will be dispatched as soon as possible thereafter.

A Placee's acceptance of their allocation in the Placing shall be irrevocable and its obligations in respect thereof shall not be capable of rescission or termination by it in any circumstance except fraud.

Principal terms of the Placing:

1.        finnCap is acting as agent to the Company and, in respect of the Sale Shares, the Selling Shareholders in connection with the Placing.

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

3.         The price per Placing Share (the "Placing Price") is fixed at 80 pence and is payable to finnCap (as agent for the Company and the Selling Shareholders) by all Placees.

4.          The number of Placing Shares to be issued will be agreed between the Company and finnCap following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

5.          The Bookbuild is expected to close no later than 6.00 p.m. (London time) on 10 December 2020 but may be closed earlier or later at the discretion of finnCap. finnCap reserves the right to scale back the number of Placing Shares to be subscribed for or acquired by any Placee in the event of an oversubscription under the Placing. finnCap also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

6.        Each Placee's allocation of Placing Shares will be determined by finnCap in its discretion following consultation with the Company and will be confirmed orally over a recorded telephone line or in writing by finnCap as agent of the Company ("Confirmation"). The relevant number of Placing Shares in each Placee's allocation will be allocated on a pro rata basis between Firm Admission and Conditional Admission based on the equivalent value of the respective Admissions as a percentage of the total placing.

7.          The Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for and/or purchase the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such Confirmation) and, in relation to the New Placing Shares, in accordance with the Company's articles of association.  For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated in accordance with its terms as described below and subject to fulfilment of the conditions referred to under the "Conditions of the Placing" Section below, to pay the aggregate settlement amount for the Placing Shares to be subscribed for and/or applied for by that Placee regardless of the total number of Placing Shares (if any) subscribed for and/or applied for by any other investor(s) and, except with the consent of finnCap, the Confirmation will not be capable of variation or revocation after the time at which it is submitted.

8.          Each Placee's allocation and commitment will be subsequently evidenced by a contract note issued to such Placee by finnCap. The terms of this Appendix will be deemed incorporated in that contract note.

9.          Each Placee's allocation and commitment to subscribe for and/or purchase the Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with finnCap's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to finnCap (as agent for the Company and the Selling Shareholders), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue and the relevant Selling Shareholder has agreed to sell to that Placee.

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

11.          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".

12.          All obligations 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".

13.        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.

14.        To the fullest extent permissible by law and applicable FCA rules, neither:

(a)           finnCap;

(b)           any of its affiliates, agents, directors, officers, consultants or employees; nor

(c)           to the extent not contained within (a) or (b), any person connected with finnCap as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of finnCap);

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, neither finnCap nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of finnCap's conduct of the Placing or of such alternative method of effecting the Placing as finnCap and the Company may agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to finnCap.

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 finnCap in accordance with either the standing CREST or certificated settlement instructions which they have in place with finnCap.

Settlement of transactions in the Sale Shares and the Firm New Shares (ISIN: GB00BGQVB052) following Firm Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by finnCap and is expected to occur on 15 December 2020 (the "First Settlement Date") in accordance with the contract notes. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Firm New Shares to CREST or the use of CREST in relation to the Placing, the Company and finnCap may agree that the Firm New Shares should be issued in certificated form.

Settlement of transactions in the Conditional New Shares (ISIN: GB00BGQVB052) following Conditional Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by finnCap and is expected to occur, subject inter alia to the passing of the Resolutions, on 5 January 2021 (the "Second Settlement Date") in accordance with the contract notes. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Conditional New Shares to CREST or the use of CREST in relation to the Placing, the Company and finnCap may agree that the Conditional New Shares should be issued in certificated form.

finnCap reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction. If a Placee wishes to receive its Placing Shares in certificated form, it should contact Carly Cella at finnCap on 0207 220 0505 as soon as possible after receipt of its contract note.

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 the prevailing base rate of Barclays Bank plc as determined by finnCap.

Each Placee is deemed to agree that if it does not comply with these obligations, finnCap may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for finnCap's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. 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 contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The obligations of finnCap under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a)           the Company and the Vendors complying with their respective obligations under the Placing Agreement to the extent that they fall to be performed on or before either the Firm Admission or the Conditional Admission;

and in respect of the Firm New Shares

(b)           the Company having allotted, conditional only upon Firm Admission, the Firm New Shares in accordance with the Placing Agreement; and

(c)           Firm Admission occurring by not later than 8.00 a.m. on 15 December 2020 or such later time as finnCap may agree with the Company (being not later than 23 December 2020),

and in respect of the Conditional New Shares

(d)           the Resolutions have been passed at the General Meeting of the Company being held on 4 January 2021; and

(e)           the Company having allotted, conditional only upon Conditional Admission, the Conditional New Shares in accordance with the Placing Agreement;

(f)            Conditional Admission occurring by not later than 8.00 a.m. on 5 January 2021 or such later time as finnCap may agree with the Company (being not later than 19 January 2021) and

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

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 finnCap may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate 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.

finnCap may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

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

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

Termination of the Placing

finnCap may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Firm Admission if, inter alia:

(a)           the Company or the Selling Shareholders fail to comply with any of its obligations under the Placing Agreement;

(b)           any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing was or has been discovered to be untrue, inaccurate or misleading; or

(c)           any of the warranties given by the Company or the Selling Shareholders in the Placing Agreement were not true and accurate, or were misleading: (i) when given or deemed given; or (ii) at any time they are repeated or deemed repeated (by reference to the facts or circumstances in each case then subsisting) would no longer be true and accurate, or would be misleading,

in each case in a respect which finnCap (acting in reasonably) considers to be material in the context of the Placing and the Admissions.

finnCap may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement in respect of Conditional Admission at any time up to Conditional Admission if, inter alia:

(a)           the Company fails to comply with any of its obligations under the Placing Agreement in respect of Conditional Admission;

(b)           any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing was or has been discovered to be untrue, inaccurate or misleading; or

(c)           any of the warranties given by the Company in the Placing Agreement were not true and accurate, or were misleading: (i) when given or deemed given; or (ii) at any time they are repeated or deemed repeated (by reference to the facts or circumstances in each case then subsisting) would no longer be true and accurate, or would be misleading,

in each case in a respect which finnCap (acting in reasonably) considers to be material in the context of the Placing in relation to the Conditional New Shares and Conditional Admission.

For the avoidance of doubt, if the Placing Agreement is terminated prior to Firm Admission then the Placing will not occur. If the Placing Agreement is terminated following Firm Admission but prior to Conditional Admission then Conditional Admission will not occur but Placees obligations will remain fully effective in respect of the Firm New Shares and Firm Admission.

In addition, finnCap may by notice in writing to the Company and the Selling Shareholders prior to Conditional Admission terminate the Placing Agreement if there has been a force majeure event.

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

By participating in the Placing, each Placee agrees with the Company, the Selling Shareholders and finnCap that the exercise by the Company, the Selling Shareholders or finnCap 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, the Selling Shareholders or finnCap or for agreement between the Company, the Selling Shareholders and finnCap (as the case may be) and that neither the Company, the Selling Shareholders nor finnCap need make any reference to such Placee and that none of the Company, the Selling Shareholders nor finnCap 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.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where finnCap expressly agrees in writing to the contrary):

1.             it has read and understood this Announcement in its entirety and that its subscription or application for 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 the Admissions, the Placing, the Company, the Selling Shareholders, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2.            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 other applicable law; and

(b)           has been or will be prepared in connection with the Placing;

3.             the Ordinary Shares are admitted to trading on AIM, and that 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;

4.             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 neither finnCap, the Selling Shareholders nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor 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 finnCap, the Selling Shareholders, the Company, any of their respective affiliates, agents, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;

5.             neither finnCap nor any person acting on behalf of it nor any of its 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;

6.             the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for and/or purchase the Placing Shares is contained 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 based on the Publicly Available Information;

7.             neither finnCap, the Selling Shareholders nor the Company (nor any of their respective affiliates, agents, directors, officers and employees) have 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;

8.             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;

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

10.          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 finnCap nor any persons acting on its behalf is 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;

11.          it is not, and at the time the Placing Shares are acquired will not be, a resident of the United States, Australia, Canada, the Republic of South Africa or Japan;

12.          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, the Republic of South Africa or Japan 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 or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

13.        it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and/or purchase and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as finnCap determines;

14.        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 it is required to comply with all applicable laws and regulations with respect to its subscription for and/or purchase Placing Shares;

15.          it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed for and/or purchase will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

16.          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;

17.          it understands that 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;

18.          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;

19.          it understands that:

(a)           the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act;

(b)           no representation is made as to the availability of the exemption provided by Rule 144 for resales of Placing Shares; and

(c)           it will not deposit the Placing Shares in a depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

20.          it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(a)           in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

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

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

21.          it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares may, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS";

22.          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;

23.          none of finnCap, its affiliates and any person acting on behalf of any of them is making any recommendations to it or 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 finnCap and that finnCap has no 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;

24.          it will make payment to finnCap 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 finnCap determines in its absolute discretion 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;

25.          its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for and/or purchase, and that the Company may call upon it to subscribe for and/or purchase a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

26.          no action has been or will be taken by any of the Company, the Selling Shareholders, finnCap or any person acting on behalf of the Company or finnCap 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;

27.          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;

28.          finnCap, the Selling Shareholders and the Company will not 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 subscribe for and/or purchase Placing Shares pursuant to the Placing and agrees to indemnify the Company, the Selling Shareholders and finnCap in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of finnCap or transferred to a CREST stock account of finnCap who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

29.          the allocation, allotment, issue, transfer 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;

30.          it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

31.          it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in any member state of the EEA prior to the expiry of a period of six months from Conditional 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 an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Regulation;

32.          if it is within the EEA, it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;

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

34.        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);

35.        it represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, 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 United Kingdom or a member state of the EEA other than Qualified Investors, or in circumstances in which the express prior written consent of finnCap has been given to the offer or resale;

36.        if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not:

(a)           dealt in the securities of the Company;

(b)           encouraged or required another person to deal in the securities of the Company; or

(c)           disclosed such information to any person, prior to the information being made publicly available;

37.        neither finnCap, the Selling Shareholders, the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of finnCap or its 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 any of finnCap's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

38.        finnCap and its affiliates, 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, finnCap and/or any of its affiliates acting as an investor for its or their own account(s). Neither finnCap, the Selling Shareholders, nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

39.        (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014, Criminal Justice Act 1993 and Part VIII of the FSMA; (ii) it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations and any other applicable law (together, the "AML Regulations"); and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together the "Regulations");  and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and pursuant to the AML Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to finnCap or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which finnCap or the Company may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Regulations)) in the form and manner requested by finnCap or the Company on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as finnCap may decide at its sole discretion;

40.        in order to ensure compliance with the Regulations including the AML Regulations, finnCap (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to finnCap or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at finnCap's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at finnCap's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity finnCap (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either finnCap and/or the Company may, at its absolute discretion, terminate its 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;

41.        it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note 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 Selling Shareholder's, the Company's or finnCap's conduct of the Placing;

42.        it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for and/or purchasing 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;

43.        it irrevocably appoints any duly authorised officer of finnCap 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 for and/or purchase upon the terms of this Announcement;

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

45.        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;

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

47.        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 finnCap;

48.        the Placing Shares will be issued subject to the terms and conditions of this Appendix and the articles of association of the Company; and

49.        the terms and conditions contained 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 Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or finnCap 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, finnCap and the Selling Shareholders 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 finnCap, the Company and the Selling Shareholders 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 and/or transfer 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 and/or transfer 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 the Company, the Selling Shareholders nor finnCap 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 finnCap 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, transfer 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, the Selling Shareholders and finnCap in the event that either the Company, the Selling Shareholders and/or finnCap have incurred any such liability to such taxes or duties.

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

finnCap is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and finnCap will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that finnCap 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 finnCap 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 finnCap, any money held in an account with finnCap on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from finnCap's money 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. Placees will be notified of any changes.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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

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

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.