Proposed Equity Fundraising and Retail Offer

About this update from Cambridge Cognition Holdings Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT INFORMATION SECTION AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN CAMBRIDGE COGNITION HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CAMBRIDGE COGNITION HOLDINGS PLC. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING. THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX I OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.   23 June 2026   Cambridge Cognition Holdings Plc ("Cambridge Cognition", the "Company" or the "Group") Proposed Equity Fundraising to raise a minimum of £ 2.5 million  Retail Offer to raise up to £0.5 million Notice of General Meeting   Cambridge Cognition Holdings plc (AIM: COG), the neuroscience technology company whose digital cognitive assessments drive scientific discovery, accelerate drug development and improve patient care, today announces its intention to raise gross proceeds of a minimum of £ 2. 5 million through a placing to existing institutional investors (the "Placing") and a subscription by certain investors (the "Subscription"), in each case at a price of 35.0 pence per new ordinary share (the "Issue Price"). The Placing is expected to raise a minimum of £1.5 million (before expenses) through the issue of new Ordinary Shares ("Placing Shares"). The Placing will be conducted by way of an accelerated bookbuild process (the "ABB"), which will be launched immediately following this announcement. The final number of Placing Shares to be issued at the Issue Price will be determined at the close of the ABB. The Placing is being undertaken by Cavendish Capital Markets Limited ("Cavendish") and Singer Capital Markets Securities Limited ("Singer") as joint bookrunners to the Placing. The Company proposes to raise approximately £1.0 million (before expenses) by way of a proposed subscription, comprising the issue of 2,766,900 new Ordinary Shares ("Subscription Shares") at the Issue Price, to certain existing shareholders and certain Directors and senior managers of the Company. In addition, the Company intends to provide existing retail shareholders with the opportunity to participate in the equity raise via a separate retail offer through the BookBuild platform (the "Retail Offer") to raise up to £0.5 million (before expenses) at the Issue Price, through the issue of up to 1,428,571 new Ordinary Shares ("Retail Offer Shares" and together with the Placing Shares and the Subscription Shares, the "New Shares"). The Retail Offer is being conducted alongside, but separately from, the Placing and Subscription (the Placing, Subscription and Retail Offer together, the "Equity Fundraising"). Completion of the Retail Offer is conditional, inter alia, on completion of the Placing and the Subscription. The Retail Offer is expected to close at 4.30 p.m. on 29 June 2026. A separate announcement will be made shortly with further details of the Retail Offer. 2026 has started well and the Company already has visibility over £10m of revenue and continues to trade in line with market expectations* for the year ending 2026 prior to publication of this announcement, with the targeted investments (as described below) significantly increasing the cost base, and therefore losses, over the next two years.   The Directors expect to see the benefits of the three investment programmes feed through to additional revenue growth beyond existing plans from 2028.  The Equity Fundraising is conditional, inter alia, on the passing of the necessary shareholder resolutions at a general meeting of the Company and admission of the relevant new ordinary shares to trading on AIM. The general meeting is expected to be held at 10.00 a.m. on 10 July 2026 (the "General Meeting") and Admission of the New Shares is expected to take place at 8.00 a.m. on 13 July 2026, subject to the passing of the resolutions. Transaction Highlights ·      Cambridge Cognition is proposing to raise gross proceeds of a minimum of £ 2.5 million through an Equity Fundraising comprising a Placing and a Subscription. ·      The Placing is expected to raise a minimum of £1.5 million (before expenses) through the issue of the Placing Shares. ·      The Placing is being conducted by way of an ABB to be launched immediately following this Announcement. ·      Certain existing shareholders, including the directors of the Company, intend to participate in the Subscription and conditionally subscribe for 2,766,900 Subscription Shares raising approximately £1.0 million in aggregate at the Issue Price. ·      The Company also intends to undertake a Retail Offer via the BookBuild platform to raise up to £0.5 million (before expenses). ·      The Issue Price of 35.0 pence per New Share does not represent a discount. to the closing middle market price of 35.0 pence per ordinary share on 22 June 2026, being the latest practicable date prior to this Announcement. ·      Completion of the Equity Fundraising is conditional, inter alia, on shareholder approval at the General Meeting and Admission of the relevant New Shares to trading on AIM. ·      The final number and allocation of Placing Shares will be determined by Cavendish and Singer in agreement with the Company, and the results of the Placing will be announced following completion of the ABB.     The Directors intend to use the net proceeds of the Equity Fundraising, inclusive of any proceeds from the Retail Offer, to support the next phase of the Company's development, focused on expanding adoption of its digital cognitive assessment platform within healthcare and clinical settings and progressing towards a more scalable, commercially focused business model. In particular, the proceeds will be applied to: ·      the progression of key regulatory approvals, including CE marking in Europe and FDA 510(k) clearance in the United States, to facilitate broader adoption within clinical and healthcare settings and expansion into international markets; ·      the development of paediatric normative data sets to support validation of the Company's products across paediatric and adolescent populations, enabling deployment within clinical diagnostic pathways, including ADHD, and supporting engagement with healthcare providers; and ·      investment in the continued enhancement of the Group's platform, including the development of automated speech recognition capabilities within its Winterlight business, to improve efficiency, reduce reliance on manual processes and support increased volumes of activity. Taken together, the Directors believe these initiatives will strengthen the Company's position within healthcare and clinical markets, support the scaling of its commercial activities and enhance the visibility and repeatability of revenues over time, while also strengthening the Company's balance sheet and providing appropriate working capital for its continued development. The Company will shortly publish and post a circular to shareholders (the "Circular"), containing further details of the Equity Fundraising and a notice convening the General Meeting to, inter alia, approve the resolutions required to implement the Equity Fundraising. The Circular is expected to be published and despatched to shareholders on or around 24 June 2026. Set out below in Appendix I is an adapted extract from the Circular proposed to be sent to shareholders following the close of the ABB. Following its publication, the Circular will be available on the Company's website at https://cambridgecognition.com/ . Defined terms in this Announcement are set out in Appendix I of this Announcement. Rob Baker, Chief Executive Officer of Cambridge Cognition Holdings, said : "The Company commenced a programme of strategic and commercial change in 2024. During 2025, this delivered a return to growth in new sales orders and a stronger order book. The Company also announced its intention to enter the professional healthcare and consumer health and wellness markets and has since secured its first commercial agreements in these sectors. Following a review of development and investment priorities, we identified a number of targeted investment opportunities to broaden the Company's offering and support future growth.  We are excited that this fundraising will now allow us to pursue these programmes to deliver shareholder value."    * consensus forecasts for prior to publication of this announcement (i) for the year ending 31 December 2026 are revenues of £11.4m and an EBITDA loss of £0.1m. Consensus forecasts are stated before the Company invests the proceeds of the Equity Fundraising.  The three targeted investments, as detailed above are expected to significantly increase costs, and therefore losses, over the next two years.     ENQUIRIES Cambridge Cognition Holdings plc Rob Baker, Chief Executive Officer Ronald Openshaw, Chief Financial Officer   Tel: 01223 810700 [email protected] Cavendish Capital Markets Limited (NOMAD and Joint Broker) Geoff Nash / Elysia Bough / Joe Smith Harriet Ward Nigel Birks Tel: 020 7220 0500 Corporate Finance Corporate Broking LS Specialist Sales   Singer Capital Markets Securities Limited (Joint Broker) Amber Higgs / James Serjeant / Daniel Ingram   Tel: 020 7496 3000     NOTES TO EDITORS ABOUT CAMBRIDGE COGNITION Cambridge Cognition is a neuroscience technology company whose digital cognitive assessments support scientific discovery, accelerate drug development and improve patient care.  The Company has developed a suite of touchscreen and voice-based cognitive assessments delivered under the CANTAB and Winterlight brands.  These assessments are designed to: •          require minimal specialist administration •          deliver objective results in real time or shortly after completion •          reduce administrator bias •          support longitudinal monitoring of cognitive function Assessment results can be presented in formats appropriate for both consumers in home-use settings and healthcare professionals in clinical or research environments.   CANTAB Pathway™ is Cambridge Cognition's latest scalable cognitive assessment solution, structured as an escalating series of tasks for use in consumer and healthcare settings: •     CANTAB One - a brief assessment of overall cognitive function •     CANTAB Insight™ - a three-task battery providing deeper insight across five cognitive sub-domains •     CANTAB Plus - specialist disease-specific modules for use by appropriately qualified healthcare professionals, covering indications including Parkinson's disease, ADHD, multiple sclerosis, Huntington's disease, schizophrenia, depression, and Alzheimer's disease and related dementias For further information, visit: www.cambridgecognition.com    APPENDIX I - EXTRACT FROM THE CIRCULAR       2.   CAMBRIDGE COGNITION   TECHNOLOGY & BUSINESS MODEL Cambridge Cognition is a neuroscience technology company whose digital cognitive assessments support scientific discovery, accelerate drug development and improve patient care.  The Company has developed and markets a suite of 43 touch-screen and voice-based digital cognitive assessments delivered under the CANTAB and WINTERLIGHT brands respectively.  These assessments collectively measure function across an individual's major cognitive domains and are designed to:  ·      deliver objective results in real time or shortly after completion;  ·      require minimal specialist administration;  ·      reduce administrator bias; and  ·      support longitudinal monitoring of cognitive function.  Cambridge Cognition's assessments are applicable to four market segments: Academic Research - researchers at universities and academic institutes use the CANTAB assessments to investigate human brain health in their individual specialties.  The output of their work is usually the publication of peer-reviewed papers published in academic journals.  The Directors believe these papers demonstrate the value that Cambridge Cognition's assessments bring to the research, medical and drug development communities.  These assessments are delivered using a "software as a service" model ("SaaS"). Clinical Studies : pharmaceutical companies conducting clinical studies use the Company's cognitive assessments to understand a patient's brain health during the study to analyse efficacy and / or safety of the study drug.  These assessments are delivered under a contract service model. Professional Healthcare : in 2025, the Company made a strategic decision to address the professional healthcare market providing its digital cognitive assessments via SaaS delivery. The Company's assessments can be delivered via an API into a healthcare provider's environment to allow these to be used by physicians as part of their patient assessment.  This is being delivered using CANTAB Pathway ™ solution. This is to address the limitations of pen-and-paper cognitive assessments.  The Directors believe that broad adoption could transform patient healthcare pathways: reducing time required to undertake assessments; and allowing the physician and patient to receive results and discuss them within the same consultation. The Directors believe healthcare provider organisations could then benefit from higher testing rates, reduced waiting lists and the ability to provide patients with ongoing monitoring of cognitive performance. Consumer Health & Wellness : with advances in technology, individuals have greater access to a range of products and services to allow them to understand and manage their health and wellness.  The Company's digital cognitive assessments can be delivered via SaaS through partners platforms to allow individuals to understand their brain health more effectively, and combine it with other physiological data or reported outcomes to generate personalised insights.  This will allow individuals to adapt their behaviour to improve their brain health and potentially identify concerns and seek professional medical support earlier.  COMMERCIAL PROGRESS Cambridge Cognition commenced a period of change in 2024 both in leadership and in its commercial capability.  This resulted in significantly improved results for the last financial year. In 2025, the Company's prime objective was to reverse the decline in sales orders. This was conclusively achieved and total new sales orders were £12.8m, up 73% on the prior year (2024: £7.4m).  This improvement was achieved by changes in the Commercial team and focusing on actual and potential clients which could represent key accounts and have (i) a sustained commitment to central nervous system ('CNS') disorders, (ii) deep R&D and drug development pipelines and (iii) the financial resources to fund multiple studies and programmes. The Company also sought to deliver against the strategy in Professional Healthcare and Consumer Health and Wellness.  This led to the launch of CANTAB Pathway ™, a scalable cognitive assessment solution, structured as an escalating series of tasks for use in consumer and healthcare settings:   ·      CANTAB One - a brief assessment of overall cognitive function; ·      CANTAB Insight ™ - a three-task battery providing deeper insight across five cognitive sub-domains;  ·      CANTAB Plus - specialist disease-specific modules for use by appropriately qualified healthcare professionals, covering indications including Parkinson's disease, ADHD, multiple sclerosis, Huntington's disease, schizophrenia, depression, and Alzheimer's disease and related dementias  The Directors believe the execution of this strategy in Professional Healthcare and Consumer Health and Wellness is delivering encouraging initial results, having entered into the following agreements. ·      An agreement with a major private European healthcare group for the use of CANTAB Pathway™ to provide their physicians with the ability to regularly assess patients' on-going cognitive function and mental health in a faster and more consistent manner, which commenced with a pilot study to determine the path to roll-out across the organisation; ·      An agreement with Ivory, a venture-backed company in India, exploring the ability to deploy CANTAB Pathway™ in both the professional healthcare and the consumer health & wellness markets; and ·      A collaboration with ŌURA , maker of the world's leading smart ring, on a new institutional review board (IRB)-approved brain health study involving up to 45,000 users. Conducted through Oura Labs, an experimental innovation platform within the Oura App, the study pairs Cambridge Cognition's scientifically validated digital cognitive assessments with Oura's continuous physiological data. This work explores how everyday patterns in rest, stress, and behaviour may relate to cognitive function and performance over time. 3.   PROPOSED INVESTMENT & USE OF PROCEEDS All four channels to market are supported by a suite of 43 touch-screen and voice-based digital cognitive assessments and deployed via the Company's platform, Connect. These are based on the Company's expertise in neuroscience combined with excellence in developing and maintaining the software to deliver assessments in the form appropriate to the channel.  The Company's ongoing investment into its technology, together referred to as "research, development and maintenance", or "R&D&M", comprises: ·      scientific R&D focused on neuropsychology and the measurement of cognitive function; ·      novel software product development either for new assessments or expanding the features and performance of the existing assessments; and ·      software maintenance and development to ensure the tech stack remains secure and fit for purpose. Over recent years, to address previous negative trends, the Company curtailed investment to reduce its cost base.  Recently this has focused on essential maintenance rather than product and service expansion. Following the return to growth in Academic Research and Clinical Studies and based on the important first customer agreements in the Healthcare and Consumer market segments, the Directors have reviewed potential investments in its science and technology platforms. The Directors believe it is the appropriate time to raise funds to invest in product development to create and expand market opportunities. The Directors intend to use the net proceeds of the Equity Fundraising for three major program mes, with the balance to be used as additional working capital for the business.   Investment Timeline Cost CE Mark / FDA 510(k) 12 months £500k Paediatric Norms 18 months £1,000k Winterlight ASR 12 months £500k   Expansion of CE Mark and FDA regulatory approval for CANTAB Pathway ™ Approximately £0.5 million will be applied to support regulatory approval processes, including CE marking in Europe and FDA 510(k) clearance in the United States. The Directors note that CE marking is an established regulatory pathway for the Company and that certain products within the CANTAB portfolio have already achieved this status. The proposed programme is expected to build on this existing foundation.  The objective is to achieve the CE Mark in Q1 2027 and FDA 510(k) designation in Q4 2027. The Directors consider these approvals to be an important step in enabling wider deployment of the Company's products within clinical and healthcare settings, particularly as adoption scales, and in supporting access to key international markets. The Directors further believe that achieving these approvals will support entry into additional clinical pathways, underpin commercial engagement with healthcare providers, and facilitate increased participation in clinical and academic studies, supporting the continued growth of the Company's revenues. Paediatric Normative Data Sets Approximately £1.0 million will be applied to the development of paediatric normative data sets, supporting the validation and use of the Company's products with children and adolescents in healthcare and clinical settings The programme is expected to establish normative data across paediatric and adolescent populations aged 6 to 18, based on a cohort of approximately 1,200 participants. The availability of such data is expected to enable deployment within paediatric and adolescent assessment, including in areas such as ADHD and other neurodevelopmental and mental health conditions.  Based on early unsolicited approaches from potential users, the Directors believe there is a significant opportunity for CANTAB Pathway for the assessment of child and adolescent patients. Automated Speech Recognition for Winterlight Approximately £0.5 million will be applied to fund the development of automated speech recognition (ASR) capabilities within the Company's Winterlight voice-based digital cognitive assessments, enhancing the efficiency and scalability of its product offering. Voice-based assessments currently require manual transcription prior to analysis within the Winterlight machine-learning algorithms.  By using ASR, this will significantly reduce analysis time from days to near real-time and will reduce transcription costs by multiple orders of magnitude. By delivering near real-time analysis, the Directors believe that this will enable the Company (i) to accelerate deployment within healthcare and clinical settings where delivery timescales are important, (ii) create a higher value product within Clinical Studies; and (iii) reduce the cost of delivery, opening Winterlight for use in the Academic Research segment. 4.   CURRENT & FUTURE INVESTMENT Taken together, the Directors believe that these initiatives will enable the Company to expand its presence within healthcare and clinical markets, support the scaling of its commercial activities and enhance the visibility and durability of revenues over time. The Equity Fundraising will provide capital to fund the programmes above. The Equity Fundraising will also strengthen the Company's balance sheet and provide appropriate working capital to support its further growth as the Directors further scale the business.  The initial investments will significantly increase the Research, Development and Maintenance (R&D&M) costs over the next two years.  However, the Directors expect to see the benefits of the investment programmes feed through to additional revenue growth beyond existing plans from 2028.  "Adjusted EBITDA" is a fundamental KPI for the Company, however, "Adjusted EBITDA before R&D&M costs" will become a further critical component of performance management to ensure that the underlying commercial activities show growing revenues, earnings and cashflow.  Once this period of investment is complete, the Directors intend to return to a sustainable level of investment which is measured as a percentage of "Adjusted EBITDA before R&D&M" to ensure the Company delivers overall positive earnings and cashflow at Adjusted EBITDA.   5.   DETAILS OF THE EQUITY FUNDRAISING The Equity Fundraising is expected to, subject inter alia to the passing of the Resolutions at the General Meeting, raise gross proceeds of at least £3.0 million, assuming full take up of the Retail Offer. None of the New Shares are being offered or sold in any jurisdiction, where it would be unlawful to do so. The Circular is not a prospectus and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any New Shares to be issued in connection with the Equity Fundraising. A.   The Placing Cavendish and Singer, in their respective capacities as agents for the Company, have conditionally agreed in the Placing Agreement to use reasonable endeavours to procure Placees for the Placing Shares at the Issue Price by way of an accelerated bookbuild process on and subject to the terms of the Placing Agreement. Placees who apply to subscribe for the Placing Shares will do so on the basis of the terms and conditions of the Placing set out in Appendix I I to this Announcement. The Placing is not underwritten.   No commissions will be paid by or to Placees in respect of any Placing Shares.   The obligations of Cavendish and Singer under the Placing Agreement in respect of the Placing are conditional, inter alia , on: (i)      the Resolutions having been passed without amendment at the General Meeting; (ii)     the Placing Agreement becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission; (iii)     the Subscription Letters becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with their terms prior to Admission; and (iv)    Admission in relation to the Placing Shares and the Subscription Shares occurring by no later than 8.00 a.m. on 13 July 2026 (or such later time and date, being not later than 8.00 a.m. on 27 July 2026, as Cavendish, Singer and the Company may agree).   If any of the above conditions are not satisfied or waived (where capable of waiver), the Placing Shares will not be issued. The Placing and the Subscription are interconditional. However, the Placing and Subscription are not conditional upon the completion of the Retail Offer. Further detail on the Placing Agreement is given in paragraph 6 below. B.   The Subscription Brett Gordon has indicated an intention to subscribe for 2,500,000 Subscription Shares at the Issue Price. The following Directors have also indicated an intention to subscribe for Subscription Shares as detailed below: Resultant holding     Director Number of New Shares Subscribed for Resultant holding post Admission as a % of the Enlarged Share Capital Rob Baker              11,500               29,852 0.05% Ronald Openshaw            114,300           206,044 0.37% Stuart Gall              28,600            134,050 0.24% Jon Kempster              28,600               65,300 0.12% Nick Rodgers              28,600              79,892 0.14%   All Subscribers will sign a Subscription Letter pursuant to which they will agree to subscribe for Subscription Shares at the Issue Price, conditional on, inter alia , passing of the Resolutions at the General Meeting and Admission occurring in respect of the Placing Shares and the Subscription Shares by 8.00 a.m. on the date of Admission (being 13 July 2026 or such later time and date as Cavendish, Singer and the Company may agree).   If the conditions for the Subscription are not satisfied or waived (where capable of waiver), the Subscription will lapse and the Subscription Shares will not be allotted and issued and no monies will be received by the Company from the Subscribers. The Subscription is in respect of 2,766,900 Subscription Shares, expects to raise gross proceeds of approximately £1.0 million. The Subscription is not underwritten.   C.   The Retail Offer The Company has separately agreed to use the Bookbuild Platform to undertake an intermediaries offer of Retail Offer Shares at the Issue Price, alongside the Placing, to existing retail Shareholders . The terms and conditions of the Retail Offer will be set out in an announcement to be made by the Company on 24 June 2026. Cavendish is acting as Retail Offer coordinator in relation to the Retail Offer.   The Retail Offer will, if taken up in full, result in the issue of 1,428,571 Retail Offer Shares, raising gross proceeds of up to £0.5 million, for the Company. The Retail Offer will be conditional, inter alia , upon the Resolutions being passed at the General Meeting and Admission occurring. The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.   The Retail Offer will open to eligible existing retail Shareholders in the United Kingdom at 7.05 a.m. on 24 June 2026 via the following website: https://www.bookbuild.live/deals/4QDYXQ/authorised-intermediaries . The Retail Offer will close at 4.30 p.m. on 29 June 2026. The Retail Offer will not be underwritten.   Existing retail Shareholders should make their own investigations into the merits of an investment in the Company. Nothing in this Circular amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Existing retail Shareholders should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.   D.     Key investment risks The Retail Offer may involve a significant degree of risk including loss of capital, rarity of dividends, lack of liquidity and potential for dilution and should only be done as part of a diversified portfolio. The value of an investment and the income from it could go down as well as up. The return of your investment is not guaranteed and you may get back less than you originally invested. Past performance is not an indicator of future performance. Suffering a loss on your investment is always a possibility. Capital is at risk.   The potential gains and losses that may arise from your investments will depend on your appetite for risk and how you manage your approach to risk. Investing all your money into one type of investment can be a high-risk strategy and concentrate risks to which you and that type of investment may be exposed. A managed approach to risk may be to diversify your investments you make across different companies' securities and different asset classes.   E.   Current Trading and Prospects As detailed with the results announcement in April this year, 2025 saw Cambridge Cognition reverse previous negative trends to deliver new sales order growth and expansion across four market segments that strengthened the Company's position in clinical studies and academic research, while entering professional healthcare and consumer health & wellness markets.   2026 has started well and the Company already has visibility over £10m of revenue and continues to trade in line with market expectations for the year ending 2026 prior to publication of this announcement, with the targeted investments (as detailed previously) significantly increasing the cost base, and therefore losses, over the next two years. The Directors expect to see the benefits of the three investment programmes feed through to additional revenue growth beyond existing plans from 2028.   The Company expects to make a trading update in respect of the first six months of the year in late July. F.    Proceeds of the Equity Fundraising The issue of the Placing Shares is expected to raise gross proceeds of at least £1.5 million, the issue of the Subscription Shares is expected to raise aggregate gross proceeds of approximately £1.0 million, and the issue of the Retail Offer Shares is expected to raise aggregate gross proceeds of £0.5 million, assuming full take up of the Retail Offer. Therefore, the Equity Fundraising is expected to raise aggregate gross proceeds of at least £3.0 million, assuming full take up of the Retail Offer. G.   Application for Admission Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. Subject to, amongst other things, passing of the Resolutions at the General Meeting, Admission is expected to take place and dealings in the New Shares are expected to commence at 8.00 a.m. on 13 July 2026 (or such later time and/or date as may be agreed between the Company, Cavendish and Singer, being no later than 8.00 a.m. on 27 July 2026). No temporary documents of title will be issued.   H.   Effect of the Equity Fundraising The New Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.   6.   THE PLACING AGREEMENT Pursuant to the terms and subject to the conditions of the Placing Agreement, Cavendish and Singer, in their respective capacities as agents for the Company, have agreed to use reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Issue Price. The Placing Agreement is conditional upon, amongst other things, the conditions set out in paragraph 5(A) above.   The Company has agreed under the Placing Agreement to pay certain fees and commissions to both Cavendish and Singer. The Placing Agreement contains customary warranties given by the Company in favour of Cavendish and Singer in relation to, amongst other things, the accuracy of the information in this Document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cavendish and Singer (and certain of their respective affiliates) in relation to certain liabilities which they may incur in respect of the Equity Fundraising.   Cavendish and Singer have the right to terminate their obligations under the Placing Agreement in certain circumstances prior to Admission. In particular, in the event of a breach of the warranties or if the Company breaches its obligations under the Placing Agreement, Cavendish and Singer may terminate their obligations in connection with the Equity Fundraising and the New Shares will not be issued. For the avoidance of doubt, the exercise of such termination rights by one of Cavendish or Singer does not require the other to do so, and if either Cavendish or Singer terminates its obligations under the Placing Agreement, the other may elect to continue.   8. GENERAL MEETING The Board will seek the approval of Shareholders of the Resolutions at the General Meeting in order to carry out the Equity Fundraising. The Directors, who in aggregate hold 0.65 per cent. of the Company's existing share capital, intend to vote in favour of all of the Resolutions at the General Meeting in respect of their own beneficial shareholdings.   The General Meeting of the Company, notice of which will be set out at the end of the Circular, is intended to be held at the offices of the Company at Tunbridge Court, Tunbridge Lane, Bottisham, Cambridge, CB25 9TU at 10.00 a.m. on 10 July 2026. A summary and explanation of the Resolutions is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions to be contained in the Notice of General Meeting. The Resolutions will comprise:   Resolution 1 - an ordinary resolution to authorise the Directors to allot relevant securities for the purposes of section 551 of the CA 2006 up to an aggregate nominal amount pursuant to the Equity Fundraising.   Resolution 2 - a special resolution to authorise the Directors to allot equity securities for cash, pursuant to the authority conferred on them by Resolution 1, and to dis-apply statutory pre-emption rights in respect of the allotment of such shares, as if section 561 of the CA 2006 did not apply to such allotment, with such authority being limited to the allotment of the Placing Shares, the Subscription Shares and the Retail Offer Shares. This Resolution will be conditional upon the passing of Resolution 1.   The authorities and the powers described in Resolutions 1 and 2 will (unless previously revoked or varied by the Company in general meeting) will expire on the date which is three months from the passing of such Resolutions. The authority and the power described in Resolutions 1 and 2 will be in addition to any like authority or power previously conferred on the Directors.   The Issue Price was determined following the marketing exercise conducted by Cavendish and Singer, having regard to prevailing market conditions and investor demand. 10.  RECOMMENDATION The Equity Fundraising will be conditional, inter alia , upon the passing of all of the Resolutions at the General Meeting. If the Resolutions are not passed at the General Meeting, the Equity Fundraising will not take place and the proceeds of the Equity Fundraising will not be received by the Company. The Directors consider that the Equity Fundraising and the passing of the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions.   Those Directors who hold Ordinary Shares intend to vote in favour of all of the Resolutions at the General Meeting in respect of their beneficial holdings of an aggregate of 303,538 Ordinary Shares, representing approximately 0.65 per cent. of the Existing Ordinary Shares.   Yours faithfully,   Nick Rodgers Chairman                         EXPECTED TIMETABLE OF PRINCIPAL EVENTS   Event                                                                                                                                         Date Announcement of the Placing, the Subscription and the Retail Offer                                   23 June 2026 Posting and publication of this Document                                                                     24 June 2026 Latest time and date for receipt of bids for the Retail Offer on BookBuild                        4.30 p.m. on 29 June 2026 Announcement of the results of the Retail Offer                                                                30 June 2026   Latest time and date for receipt of proxy votes to be valid at the General                      10.00 a.m. on Meeting                 8 July 2026 General Meeting                                                                                                         10.00 a.m. on 10 July 2026 Announcement of the result of the General Meeting                                                              10 July 2026   Admission and commencement of dealings in the Placing Shares, the                               8.00 a.m. on Subscription Shares and the Retail Offer Shares                                                                13 July 2026   CREST accounts to be credited with the Placing Shares, the Subscription              as soon as possible Shares and the Retail Offer Shares to be held in uncertificated form                                                    on 13 July 2026 (subject to Admission) Where applicable, expected date for despatch of share certificates for the      Within 10 Business Days Placing Shares, the Subscription Shares, and the Retail Offer Shares to                                                         of Admission be held in certificated form   Notes 1.     Each of the times and dates mentioned in this Announcement is subject to change by the Company (with the agreement of Cavendish and Singer), in which event details of the new times and dates will be notified to London Stock Exchange and the Company will make an appropriate announcement through a Regulatory Information Service. 2.     References to times in this Document are to London time unless otherwise stated. 3.     Certain of the events in the above timetable are conditional upon the approval of the Resolutions at the General Meeting. 4.     If you have questions on how to complete the Form of Proxy, please contact MUFG Corporate Markets via email at [email protected] or on 0371 664 0391 if calling from the United Kingdom, or +44(0)371 664 0391 if calling from outside the United Kingdom. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.         DEFINITIONS The following definitions apply throughout this announcement, unless the context requires otherwise: " Admission "                                      the admission of the New Shares to trading on AIM becoming effective by means of the issue by the London Stock Exchange of a dealing notice under Rule 6 of the AIM Rules   " Admission Date "                               the date on which Admission occurs, anticipated to be on 13 July  2026 " AIM Rules for Companies "               the rules of AIM as set out in the publication entitled "AIM Rules for Companies" published by the London Stock Exchange from time to time   "AIM Rules for Nominated Advisers" the rules of AIM as set out in the publication entitled "AIM Rules for Nominated Advisers" published by the London Stock Exchange from time to time " AIM Rules "                                      the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as the context may require) " AIM "                                                 the market of that name operated by the London Stock Exchange " Announcement "                               this announcement, including the terms and conditions in Appendix II to this announcement   " Board " or " Directors "                        the board of directors of the Company " BookBuild "                                       BB Technology Limited (company number 13508012) whose registered office is at Kinetic Business Centre, Theobald Street, Elstree, Hertfordshire, WD6 4PJ " BookBuild Platform "                       the online capital markets platform developed by BookBuild " Business Day "                                    any day (excluding Saturdays and Sundays and public holidays in  England and Wales) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading " Cavendish "                                       Cavendish Capital Markets Limited, in its capacity as the Company's nominated adviser and separately as the Company's joint broker in relation to the Placing " CCSS "                                              the CREST Courier and Sorting Service, established by Euroclear to facilitate, inter alia , the deposit and withdrawal of certificated securities   "certificated" or "in certificated form" an Ordinary Share or other security recorded on a company's share register as being held in certificated form (that is not in CREST) " Circular "                                          the circular to shareholders to be published by the Company on or about 24 June 2026 incorporating (amongst other things) the Notice of General Meeting " Company "                                        Cambridge Cognition Holdings plc, a public limited company incorporated in England and Wales under registered number 08211361 and whose registered office address is at Tunbridge Court, Tunbridge Lane, Bottisham, Cambridge, CB25 9TU   " CREST Manual "                                the compendium of documents entitled "CREST Manual" published by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules (including CREST Rule 8), the CREST CCSS Operating Manual and the CREST Glossary of Terms " CREST member "                              a person who has been admitted to CREST as a system member                                                         (as defined in the CREST Regulations)   " CREST Regulations "                          the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as                                                           amended from time to time) " CREST sponsor "                             a CREST participant admitted to CREST as a CREST sponsor " CREST "     the relevant system (as defined in the CREST Regulations) which enables title to units of relevant securities (as defined in the CREST Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the CREST Regulations) "Disclosure, Guidance and Transparency Rules" the disclosure, guidance and transparency rules made by the FCA under Part V of the FSMA from time to time " Enlarged Share Capital "                   the entire issued share capital of the Company immediately following Admission   " Equity Fundraising "                        together, the Placing, the Subscription and the Retail Offer " EU Prospectus Regulation "              Prospectus Regulation (EU) 2017/1129 " Euroclear "                                        Euroclear UK & International Limited, the operator of CREST " EUWA "                                             European Union (Withdrawal) Act 2018 (as amended)   " Existing Ordinary Shares "                the Ordinary Shares in issue prior to the Equity Fundraising, all of which are admitted to trading on AIM   " FCA "                                                the United Kingdom Financial Conduct Authority   " Form of Proxy "                                the form of proxy for use by Shareholders in relation to the General Meeting " FSMA "                                              the Financial Services and Markets Act 2000 of the United Kingdom, as amended " General Meeting "                              the general meeting of the Shareholders of the Company proposed to be held at the offices of the Company at 10.00 a.m. on 10 July 2026, and convened by the Notice of General Meeting " Group "                                             the Company, its subsidiaries and subsidiary undertakings from time to time " Issue Price "                                        35.0 pence per New Share " Joint Bookrunners "                           Cavendish and Singer " London Stock Exchange "                  London Stock Exchange plc " New Shares "                                    together, the Placing Shares, the Subscription Shares and the Retail Offer Shares " Notice of General Meeting "                 the notice of General Meeting which is set out at the end of the Circular   " Official List "                                     the official list of the FCA " Ordinary Shares "                             ordinary shares of 1.0 pence each in the capital of the Company " Placees "                                                         eligible investors procured by Cavendish and Singer to subscribe for Placing Shares in the Placing   " Placing "                                           the conditional placing of the Placing Shares at the Issue Price by Cavendish and Singer as described in this Announcement " Placing Agreement "                         the conditional placing agreement dated 23 June 2026 relating to the Placing made among the Company, Cavendish and Singer " Placing Shares "                              the new Ordinary Shares to be issued pursuant to the Placing " POATR "         the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105), as amended " Registrar " or " MUFG Corporate Markets "         "Regulatory Information Service" or "RIS" MUFG Corporate Markets (UK) Limited a private limited company incorporated in England and Wales under company number 02605568 and having its registered office at Central Square, 29 Wellington Street, Leeds, United Kingdom, LS1 4DL, the Company's registrar   a regulatory information service operated by the London Stock Exchange, as defined in the AIM Rules for Companies " Relevant Member State "                  a member state of the European Economic Area   " Retail Offer "                                     proposed conditional retail offer to existing retail Shareholders via the BookBuild Platform to raise up to £0.5 million (before expenses) at the Issue Price " Retail Offer Shares "                              up to 1,428,571 new Ordinary Shares to be made available pursuant to the terms of the Retail Offer   " Resolutions "                                    the resolutions to be proposed at the General Meeting and which will be set out in the Notice of General Meeting " Restricted Jurisdiction "                    each and any of the United States, Australia, Canada, Japan or the Republic of South Africa   " Shareholders " and each individually a " Shareholder " the holders of Ordinary Shares " Singer "                                             Singer Capital Markets Securities Limited in its capacity as the Company's joint broker in relation to the Placing " Subscribers "                                    Brett Sheradon Gordon and certain Directors and senior managers of the Company being the persons who have agreed to subscribe for the Subscription Shares pursuant to the Subscription   " Subscription "                                   the conditional subscription by the Subscribers for the Subscription Shares at the Issue Price in accordance with the Subscription Letter to raise approximately £1.0 million before expenses " Subscription Letters "                       the conditional agreements to subscribe for the Subscription Shares between each of the Subscribers and the Company " Subscription Shares "                       the 2,766,900 new Ordinary Shares to be issued pursuant to the Subscription " Terms and Conditions "                    the terms and conditions of the Placing as set out in Appendix II to this Announcement   " UK " or " United Kingdom "                  the United Kingdom of Great Britain and Northern Ireland "uncertificated" or "in uncertificated form" the description of a share or other security which is on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST   " US " or " United States "                       the United States of America, its territories and possessions, any state of the United States and the District of Columbia   All references in this Announcement to " £ ", " pence " or " p " are to the lawful currency of the United Kingdom. All references to time in this Announcement are to London, UK time.   Appendix II - TERMS AND CONDITIONS IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THE  TERMS AND CONDITIONS SET OUT HEREIN (THE " TERMS AND CONDITIONS ") ARE FOR INFORMATION ONLY AND 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 A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (" EEA "), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE " EU PROSPECTUS REGULATION ") (" EU QUALIFIED INVESTORS "); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE " POATR ") (" UK QUALIFIED INVESTORS ") AND WHO ALSO (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 (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) ARE OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY CAVENDISH CAPITAL MARKETS LIMITED (" CAVENDISH ") AND/OR SINGER CAPITAL MARKETS SECURITIES LIMITED (" SINGER ") (EACH A " JOINT BOOKRUNNER " AND TOGETHER THE " JOINT BOOKRUNNERS ") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS "). THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE PLACING IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES. 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 UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 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. The distribution of the Terms and Conditions 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 Joint Bookrunners or any of their respective affiliates or Representatives that would permit a public offer of the Placing Shares or possession or distribution of the Terms and Conditions 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 these Terms and Conditions come are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions. The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan 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 under an exception to the prohibition on offers to the public under the POATRs, and also pursuant to an exemption from the requirement to produce a prospectus under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (the " PRM ") and the EU Prospectus Regulation. In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of these Terms and Conditions, this Announcement or the Circular. Any representation to the contrary is a criminal offence in the United States. This Announcement has not been reviewed or authorised by any regulatory authority in Hong Kong and will not be registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa, Japan or any other jurisdiction in which such offer, sale, re-sale or delivery would be unlawful. UK Product Governance Requirements Solely for the purposes of the product governance requirements Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the " UK Product Governance Requirements ") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process which has determined that the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II (as defined below)); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the " UK Target Market Assessment "). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook, or a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. EU Product Governance Requirements Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (" MiFID II "); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the " MiFID II Product Governance Requirements "), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) 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: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the " EU Target Market Assessment "). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of MiFID II, or 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. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Terms and Conditions (or any part of them) should seek appropriate advice before taking any action. The Terms and Conditions should be read in their entirety.  Introduction These Terms and Conditions apply to persons making an offer to acquire Placing Shares under the Placing. Each Placee which confirms its agreement to a Joint Bookrunner to subscribe for Placing Shares under the Placing hereby agrees with the relevant Joint Bookrunner and the Company that it will be bound by these Terms and Conditions and will be deemed to have accepted them. The Company and the Joint Bookrunners may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as they (in their absolute discretion) see fit and/or may require any such Placee to execute a separate placing letter. By participating in the Placing, each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions, and to be irrevocably offering to participate and acquire Placing Shares on these Terms and Conditions. Such offer shall be deemed to be accepted, and a Placee shall become bound to acquire Placing Shares, when the relevant Joint Bookrunner confirms to such Placee its allocation of Placing Shares. Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price. Each Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and the Joint Bookrunners that: (i)    it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; (ii)    in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing: (a)  it is a UK Qualified Investor; and   (b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the POATRs:   (i)   the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or   (ii)   where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the POATRs as having been made to such persons; and (iii)   in the case of a Relevant Person in a member state of the EEA (each a " Relevant State ") who acquires any Placing Shares pursuant to the Placing; (a)  it is an EU Qualified Investor; and   (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 EU Prospectus Regulation:   (i)   the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than EU Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or   (ii)   where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons; and (iv)   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 these Terms and Conditions; (v)   it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agrees to comply with the resale and transfer restrictions set out in these Terms and Conditions; and (vi)   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 (ii) above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act. No prospectus 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: (i) the FCA or; (ii) any competent authority of any Relevant Member State, 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 these Terms and Conditions (the " Publicly Available Information ") and subject to any further terms set forth in writing in any contract note sent to an individual Placee. Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company or any other person and none of the Joint Bookrunners, the Company nor any of their respective affiliates or Representatives 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 this Announcement or these Terms and Conditions to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. Details of the Placing Agreement and the Placing Shares The Joint Bookrunners have entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint Bookrunners. The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares. Application for admission to trading Application(s) will be made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on AIM. It is expected that Admission will take place on the Admission Date and that dealings in the Placing Shares, Subscription Shares and Retail Offer Shares on AIM will commence at the same time. Bookbuild The Joint Bookrunners will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the " Bookbuild "). This Appendix 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. The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine. Participation in and principal terms of the Placing 1.         Cavendish and Singer are acting as the Company's joint bookrunners and joint brokers in relation to the Placing, as agents for and on behalf of the Company. 2.         Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their affiliates are entitled to participate in the Placing as principal. 3.         Following a successful completion of the Bookbuild, the Company will confirm the closing of the Placing via an announcement setting out the results of the Placing. 4.         To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Cavendish or Singer. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 8 below. The Joint Bookrunners reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be determined by the Joint Bookrunners, in agreement with the Company. 5.         The Bookbuild is expected to close no later than 12.00 p.m. on 24 June 2026 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of the Joint Bookrunners) to vary the number of shares to be issued pursuant to the Placing, in its absolute discretion. 6.         Each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by the relevant Joint Bookrunner and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that Placee, in favour of the relevant Joint Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on these Terms and Conditions. Except with the consent of the relevant Joint Bookrunner, such commitment will not be capable of variation or revocation. 7.         The Placing Price is payable to the relevant Joint Bookrunner (as agent for the Company) by all Placees. 8.         Each Placee's allocation and whether such Placee participates in the Placing will be determined by the relevant Joint Bookrunner in agreement with the Company and will be confirmed by the relevant Joint Bookrunner. 9.         By participating in the Placing, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company), 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. 10.        The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be determined by the Joint Bookrunners in agreement with the Company. 11.        Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent. 12.        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 ". 13.        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 ". 14.        By participating in the Placing, each Placee agrees 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. 15.        To the fullest extent permissible by law and applicable FCA rules, neither: (a)        the Joint Bookrunners; (b)        any of their affiliates or Representatives; nor (c)        to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being together " affiliates " and individually an " affiliate " of a Joint Bookrunner), 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 the Joint Bookrunners nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Registration and settlement By participating in the Placing, each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Joint Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Bookrunner. Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis (" DVP ") unless otherwise notified by the relevant Joint Bookrunner and is expected to occur on the Admission Date. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the relevant Joint Bookrunner may agree that the Placing Shares (or any of them) should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for any of the Placing Shares, and to deliver any of the Placing Shares to any Placees, by such other means as they deem necessary if delivery or settlement to any Placee is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located. Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above prevailing base rate of Barclays Bank plc as determined by the Joint Bookrunners. Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Joint Bookrunner's 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. If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant 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 Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement are, and the Placing of the Placing Shares is, conditional upon, inter alia : (a)  the Resolutions having been passed without amendment by the required majority at the General Meeting;   (b)  the warranties and undertakings contained in the Placing Agreement (" Warranties ") being true, accurate and not misleading when made on the date of the Placing Agreement and at all times during the period up to and including Admission as if repeated by reference to the facts and circumstances existing at all such times;   (c)  the Joint Bookrunners not having exercised their right to terminate the Placing Agreement; and   (d)  Admission in respect of the Placing Shares and the Subscription Shares having occurred not later than 8:00 a.m. on the Admission Date. All conditions to the obligations of the Joint Bookrunners included in the Placing Agreement are together referred to in these Terms and Conditions as the " conditions ". If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing (or such part of it as may then remain to be completed) 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, save that once Admission has occurred, no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to Admission and/or the placing, allotment or issue of the Placing Shares. 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. The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing Agreement which are capable of waiver, in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions (including as regards the Placing Shares, the condition relating to Admission referred to in paragraph (d) above) may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions. The Joint Bookrunners may terminate the Placing Agreement in certain circumstances, details of which are set out below. Neither the Joint Bookrunners nor any of their affiliates or Representatives nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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 (or any part thereof) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally (or any part thereof) and by participating in the Placing each Placee agrees that any such decision is ...

View stock analysis, news, and events for Cambridge Cognition Holdings Plc