Proposed Fundraising to raise up to £29.2 million

About this update from Likewise Group 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, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.   THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN LIKEWISE GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF LIKEWISE GROUP PLC OR ANY OTHER ENTITY.   THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX 1.   THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.   THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 28 July 2026   Likewise Group plc (" Likewise " or the " Company ")   Proposed Fundraising to raise up to approximately £ 29.2 million and Proposed acquisition of new distribution facility   Likewise Group plc (AIM:LIKE), the fast-growing and progressive flooring distributor in the UK , announces a proposed equity fundraising to raise gross proceeds of up to approximately £29.2 million, comprising a firm placing (the " Firm Placing "), a conditional placing (the " Conditional Placing " and together with the Firm Placing, the " Placing "), a firm subscription (the " Firm Subscription "), a conditional subscription (the " Conditional Subscription ") (together with the Firm Subscription, the " Subscription ")  and a conditional retail offer, in each case at a price of 28.5 pence per share (the " Issue Price " )(the " Fundraising " ).   The Company today also announces that it is at the latter stages of discussions before entering into a conditional agreement to acquire the freehold of a new 60,000 sq. ft. high-bay distribution facility in Corby, England from PBBE Corby B.V. for total consideration due on completion of £9.5 million (inclusive of stamp duty). A further announcement will be made if and when the acquisition exchanges and subsequently completes.   Key highlights   ·      Proposed Fundraising of up to approximately £29.2 million ·      Proposed acquisition of a new 60,000 sq. ft. freehold high-bay distribution centre in Corby, creating Likewise Floors' fifth distribution hub, supporting continued growth and providing the infrastructure to deliver Group revenue of £300 million ·      Fundraising to support the Corby acquisition, strengthen the balance sheet, fund transaction costs and provide flexibility to execute the Group's growth strategy, including additional strategic acquisitions ·      Corby acquisition further expands the Group's freehold property portfolio, strengthening operational capacity, supporting margins and reducing exposure to rising rental costs ·      Placing of approximately £24.2 million to be conducted by way of an accelerated bookbuild (" ABB " ) launching immediately following this Announcement, comprising two tranches: (i) the Firm Placing, to be undertaken by way of a non-pre-emptive cash box structure, and (ii) the Conditional Placing, conditional upon the passing of certain of the Resolutions by Shareholders at the General Meeting ·      Subscription of approximately £3.0 million by certain investors comprising two tranches: (i) the Firm Subscription, to be undertaken on a non-pre-emptive basis using the existing authorities granted at the 2026 AGM, and (ii) the Conditional Subscription, conditional upon the passing of the Resolutions by Shareholders at the General Meeting ·      Retail Offer to raise up to £2.0 million to be launched following the close of the ABB on the BookBuild Platform, conditional on the passing of the Resolutions by Shareholders at the General Meeting ·      Issue Price of 28.5 pence per Fundraising Share ·      Management to provide an investor presentation at 2:00 p.m. on 29 July 2026 ·      The issue of the Firm Placing Shares is to be effected by way of a non-pre-emptive cash box placing of new Ordinary Shares for non-cash consideration. Zeus Capital Limited (" Zeus ") will subscribe for redeemable preference shares and ordinary shares in a Jersey special purpose vehicle, which will be majority owned by the Company (" JerseyCo ") in an amount approximately equal to the net proceeds of the Firm Placing. The Company will allot and issue the Firm Placing Shares to placees in consideration for Zeus transferring its holdings of redeemable preference shares and ordinary shares in JerseyCo to the Company. Accordingly, instead of receiving cash as consideration for the allotment and issue of the Firm Placing Shares, the Company will, conditional on First Admission and following the conclusion of the Firm Placing, own all of the issued ordinary shares and redeemable preference shares of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the proceeds of the Firm Placing (net of any agreed commission and expenses). ·      Completion of the Conditional Placing, Conditional Subscription and the Retail Offer is subject to, inter alia , certain of the Resolutions being passed at the General Meeting of the Company ·      A General Meeting of the Company's Shareholders will take place at 10:00 a.m. on 14 August 2026 ·      Zeus is acting as Nominated Adviser, Joint Bookrunner to the Company in connection with the Fundraising ·      Ravenscroft is acting as Joint Bookrunner to the Company in connection with the Placing   Acquisition financing   The Company intends to finance the £9.5 million cash consideration due on Acquisition Completion by partial utilisation of the Placing and Subscription which is due to raise approximately £2 7.2 million at a price of 28.5 pence per Ordinary Share with institutional and other investors.   The Company also intends to raise approximately £9.0 million from its current lenders National Westminster Bank Plc ("NatWest") in the form of a new £7.2 million commercial mortgage facility and a £1.8 million VAT bridging facility, in order to provide further flexibility to support the Group with its growth strategy. The Company has received credit approval from NatWest for the new facility, but it remains subject to agreeing legal documentation. The agreement may be entered into on or after Acquisition Completion, subject to agreement between the parties.       Placing and ABB   The Placing will be conducted through an ABB, which will be launched immediately following the release of this Announcement. Zeus and Ravenscroft are acting as Joint Bookrunners in relation to the Placing. A Placing Agreement has been entered into today between the Company, Zeus and Ravenscroft in connection with the Placing.   It is intended that the Placing will raise approximately £24.2 million in gross proceeds at a price of 28.5 pence per Placing Share, which will be used,  inter alia , to part fund the cash consideration due on Acquisition Completion and meet the expenses related to the Acquisition and the Fundraising of approximately £1.3 million.  The Issue Price represents a discount of approximately 14.9 per cent. to the Closing Price of 33.5 pence per Ordinary Share on 28 July 2026, being the last practicable date prior to this Announcement. The Placing is subject to the terms and conditions set out in Appendix 1 of this Announcement (the " Terms and Conditions "). Further details of the proposed Placing are detailed in this Announcement.    The Placing is to be conducted in a single ABB but comprises two tranches: the Firm Placing, to be effected by way of a non-pre-emptive cash box structure and settled at First Admission, and the Conditional Placing, comprising Placing Shares in excess of the authorities granted at the 2026 AGM, which is conditional upon, inter alia , the passing of the Resolutions and, if the Resolutions are passed, will be settled at Second Admission. The allocation of the Placing Shares between the Firm Placing and the Conditional Placing shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company.   The Firm Placing is not conditional on the Conditional Placing and the placing of the Firm Placing Shares may still complete if the placing of the Conditional Placing Shares does not complete, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions.   Subscription   Concurrently with the Placing (and conditional upon the Placing Agreement remaining in full force and effect and not having been terminated), the Company is proposing to offer and sell to certain Subscribers the Subscription Shares at the Issue Price. The Subscription is being undertaken outside of the cash box structure described above. The Subscription of the Subscription Shares does not form part of the Placing.   It is intended that the Subscription will raise approximately £3.0 million in gross proceeds at the Issue Price, which will be used, inter alia , to part fund the cash consideration due on Acquisition Completion and meet the expenses related to the Acquisition, and the Fundraising.   The issue of the Firm Subscription Shares is to be effected by way of a non-pre-emptive subscription and issue of new Ordinary Shares for cash consideration, utilising the Company's existing authorities granted at the 2026 AGM. The issue of the Conditional Subscription Shares will be conditional on, inter alia , the passing of the relevant Resolutions at the General Meeting.   The Firm Subscription is not conditional on the Conditional Subscription.   Retail Offer The Retail Offer will be undertaken via the BookBuild Platform, to raise up to £2.0 million of gross proceeds. The Retail Offer is being undertaken to allow qualifying existing retail shareholders in the United Kingdom an opportunity to participate in the Fundraising at the Issue Price. The Retail Offer is conditional on, inter alia, the passing of the Resolutions at the General Meeting.  It is expected that the Retail Offer will launch shortly and will be open for applications until 4:30 p.m. on 4 August 2026 (or such later time and date as the Company, Zeus and the BookBuild Platform may agree). There can be no guarantee that the Retail Offer will be fully subscribed. Further announcements will be made shortly in connection with the Retail Offer and its terms. The Firm Placing and Firm Subscription are not conditional upon the Retail Offer and, for the avoidance of doubt, neither the Retail Offer nor the Subscription form part of the Placing.   Further information on the Fundraising   The Firm Fundraising is not conditional upon the approval by the Company's shareholders. By using the cash box structure described above in connection with the Firm Placing, the Company is not issuing New Ordinary Shares on a non-pre-emptive basis for cash consideration. Additionally, the Company is utilising the existing authorities granted at the 2026 AGM for the Firm Subscription. As a result, shareholder approval is not required to effect the Firm Fundraising.   The Company acknowledges that it is seeking to issue New Ordinary Shares representing up to approximately 40.5 per cent. of its existing issued ordinary share capital on a non-pre-emptive basis and has therefore consulted, where possible, with the Company's major shareholders ahead of this Announcement.   The Conditional Placing, the Conditional Subscription and the Retail Offer will be conditional on, inter alia , the passing of the relevant Resolutions at the General Meeting.  A circular containing further details of the Fundraising and Notice of General Meeting (together the " Circular ") will be posted to Shareholders shortly after the results of the ABB and will be made available on the Company's website at www.likewiseplc.com/documents-reports-and-presentations.   The Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated prior to either First Admission (in the case of the Firm Placing) or Second Admission (in the case of the Conditional Placing). The Placing is not conditional on a minimum amount being raised.   If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms prior to First Admission, the Placing Shares will not be issued, and the Company will not receive the associated placing monies. In this scenario, the Retail Offer and the Subscription will similarly not proceed.   If the conditions relating to the issue of the Conditional Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms prior to Second Admission, the Conditional Placing Shares will not be issued, and the Company will not receive the associated placing monies. In this scenario, the Retail Offer and the Conditional Subscription will similarly not proceed. The Firm Placing and the Firm Subscription is not conditional on the Conditional Placing or the Conditional Subscription and the placing of the Firm Placing Shares and the issue of the Firm Subscription Shares may still complete if the placing of the Conditional Placing Shares or the Conditional Subscription Shares does not complete, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions.   Applications will be made to the London Stock Exchange for the admission of the Placing Shares, Subscription Shares and Retail Offer Shares to be admitted to trading on AIM. It is currently expected that First Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 7 August 2026. The Firm Placing Shares and the Firm Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares. It is currently expected that Second Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 17 August 2026. The Conditional Placing Shares, the Conditional Subscription Shares and the Retail Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.     Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix 2 of this Announcement unless the context requires otherwise.   For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of the Company is Tony Brewer, Chief Executive Officer.   For further information, please contact: Likewise Group plc Tony Brewer, Chief Executive Tel: +44 (0) 121 817 2900 Zeus (Nominated Adviser, Broker and Joint Bookrunner) Jordan Warburton / James Edis (Investment Banking) Dominic King / Fraser Marshall (Corporate Broking) Tel: +44 (0) 20 3829 5000 Ravenscroft (Joint Bookrunner) Jim McInnes / Natalie Le Cras Tel: +44 (0) 1481 735 340     Information on Likewise Introduction Likewise is a fast-growing and progressive flooring distributor supplying customers throughout the United Kingdom. Since its formation in 2018, the Group has invested significantly in developing a comprehensive national distribution network, combining strategic acquisitions with the establishment of new distribution centres and logistics hubs. The Group now has comprehensive geographical coverage of the UK and continues to invest in its infrastructure, product offering, sales and marketing activities to further increase market presence and support future growth. Market Opportunity The Directors believe that the UK flooring industry presents substantial opportunities for further growth. The Group has consistently increased sales revenue and market share through investment in logistics infrastructure, product development and extensive sales and marketing initiatives. The enhanced logistics infrastructure allows the Group to take full advantage of the many opportunities presented in the UK flooring industry, whilst supporting customers through an increasingly comprehensive product range and nationwide distribution capability. The Directors believe that continued investment in strategically located logistics facilities will further strengthen the Group's market position and support its objective of growing sales revenue towards £300 million over the medium term. Product, Sales and Marketing  The Group's management continues to work extremely closely with all key suppliers to be at the forefront of product development providing our customers, independent flooring retailers and contractors, with a constant stream of new products. These are positioned within innovative Point of Sale Displays allowing ease of selection for the ultimate end user.  Absolutely fundamental to the Group's ongoing development and success is the excellent management, sales team and people throughout the business, who have a broad knowledge of all aspects of flooring sales, distribution and finance.    Current Trading and Outlook As recently reported in the Company's RNS announcement on 17 June 2026 entitled " AGM Statement ", year to date total revenue to 16 June 2026 increased 17.0% on a like-for-like basis to £83.0 million (Revenue to 16 June 2025: £71.0 million). Since then year to date total revenue to 20 July 2026 has increased by 17.8% on a like for like basis. H1 2026 Group revenue increased by 16.3% to £91.1 million (H1 2025: £78.3 million) with a gross margin improvement of 0.7% to 32.1%. The Group has had a particularly positive H1 and looks forward to the traditionally stronger H2 and remains on track to deliver in line with market forecasts 1 while absorbing annualised higher fuel costs of c.£0.5 million arising from tensions in the Middle East. The Board is committed to improving operating margins whilst continuing to invest in the infrastructure and general business development. The Board believes that there are clear opportunities to build a significantly larger business and that the ongoing investment in infrastructure and people, provides an exciting future for all stakeholders.  1 Market expectations as at the date of this announcement for FY26 (Zeus): revenue of £174.1 million, adjusted EBITDA of £11.6 million and adjusted profit before tax of £4.0 million   Background to and reasons for the Fundraising Over the last six years the Group has invested in eleven projects to create an extensive logistics infrastructure. Distribution Hubs have been established in Leeds, Birmingham, Glasgow and imminently Newport. Logistics Centres have been created in Newcastle, Manchester, Newbury, Sidcup and Plymouth.  Following the acquisition of Valley Wholesale Carpets in 2022 the Derby facility was extended and a 5-metre-wide cutting machine installed to create an additional Distribution Hub.  The Board is developing a medium-term five-year strategy to provide the infrastructure, with the Fundraising and planned additional £7.2 million commercial mortgage facility from NatWest putting the Group in a stronger position to take full advantage of the many opportunities in the UK Flooring Industry. There are numerous projects to be completed in the coming years to elevate the Group to achieve its future aspirations of delivering revenues in excess of £300 million. Investment and Operations  The next major investment is to acquire the Freehold of a new 60,000 sq. ft. High Bay Distribution Centre in Corby East Midlands. This new Centre will create the fifth Distribution Hub for Likewise Floors. The proposed acquisition aligns with the Group's strategy of increasing its freehold property portfolio, supporting improved operating margins, and mitigating rising rent costs. The Group will also spend c.£2.0 million on capital expenditure before opening the new facility which will be funded through an asset finance facility. The remaining funds from the Fundraising and NatWest facility will provide the Group with a stronger balance sheet and future flexibility.  Corby represents a major enhancement to the Likewise Logistics Network, adding significant storage, processing and cutting capacity. In addition to alleviating existing capacity constraints, the facility will improve distribution efficiency across the national network, support further market share gains and provide the infrastructure required to deliver the Group's medium-term sales growth objectives. Assuming the Acquisition completes, it is intended that Corby will be operational at the beginning of 2027.  In the last eight months, the Group has added meaningful logistics capacity to support all of the Product, Sales and Marketing activities of Likewise Floors, A&A, Delta, H&V, Likewise Rugs & Matting, Lewis Abbott and Valley Wholesale Carpets.  In Glasgow, additional Pallet capacity has been created and further enhanced by the investment in a VNA Man Up Order Picker to streamline processing. This followed the introduction of a second Cutting Shift to increase volume in the Likewise Logistics Network.  The purchase earlier this year to acquire the freehold of a second Distribution Hub in Leeds was specifically to improve the supply chain management of Palletised products and is already delivering operational benefits across the network.  The Group also invested in a new 5-metre-wide cutting machine in Leeds during December to improve reliability and productivity.  In Valley Wholesale Carpets, the Group has now commenced cutting in Derby and can extend this to a second shift when volumes justify the investment. Between the Erith and Derby Distribution Hubs the Group has significant capacity to materially increase the Valley business.  The extension in Newport including a 5-metre-wide cutting machine, creating the fourth Hub for the Likewise Logistics Network is poised to become operational.  The combination of Derby, Newport and Corby (subject to exchange and completion) can add c.50% to the Group's current volumes. This substantiates and provides confidence that the Group can achieve £300 million in annual sales revenue.  From the start of 2025 the Group has established a policy of purchasing delivery trucks rather than leasing. This makes the fleet in excess of 160 vehicles, is considered a more cost-effective long-term approach and, together with the expansion of the Group's freehold property portfolio, supports improved operating margins and progressively strengthening the balance sheet.    Use of Proceeds The proceeds from the Fundraising, as well as any funds from the NatWest facilities, will be used as follows: ·      Purchasing the freehold of the Corby property; ·      To fund transaction costs associated with the acquisition of Corby and the Fundraising; ·      Strengthen the Group's balance sheet; and ·      Provide flexibility to execute the Group's growth strategy, including additional strategic acquisitions, with a number of additional 60,000 sq. ft. high bay distribution facilities and 25,000 sq. ft. logistic centres under consideration.   Information on the Fundraising Placing The Placing will be conducted by Zeus and Ravenscroft as Joint Bookrunners on behalf of the Company. The Placing will be conducted by way of an ABB which will commence immediately following this Announcement. The Placing is subject to the detailed Terms and Conditions contained in Appendix 1 to this Announcement, which should be read in its entirety.  The Placing is comprised of two tranches: the Firm Placing and the Conditional Placing. The Firm Placing is not conditional on the Conditional Placing. The number of Firm Placing Shares and Conditional Placing Shares will be determined by the Joint Bookrunners and the Company, and will be confirmed orally or by email following the close of the ABB. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares. The timing of the closing of the ABB and allocations are at the absolute discretion of the Joint Bookrunners having consulted with the Company. Details of the results of the Placing will be announced as soon as practicable after the close of the ABB. By choosing to participate in the Placing and by making a legally binding Recorded Commitment to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the appendices) and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Terms and Conditions. Firm Placing The Firm Placing is not conditional on the Resolutions being passed at the General Meeting with the Firm Placing Shares being issued using part of the Company's existing share allotment authority approved by Shareholders at the 2026 AGM. The issue of the Firm Placing Shares is to be effected by way of a non-pre-emptive cash box placing of new Ordinary Shares for non-cash consideration. Zeus will subscribe for redeemable preference shares and ordinary shares in JerseyCo in an amount approximately equal to the net proceeds of the Firm Placing. The Company will allot and issue the Firm Placing Shares to placees in consideration for Zeus transferring its holdings of redeemable preference shares and ordinary shares in JerseyCo to the Company. Accordingly, instead of receiving cash as consideration for the allotment and issue of the Firm Placing Shares, the Company will, conditional on First Admission and following the conclusion of the Firm Placing, own all of the issued ordinary shares and redeemable preference shares of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the proceeds of the Firm Placing (net of any agreed commission and expenses). Conditional Placing The Conditional Placing (which is not being underwritten) is conditional, amongst other things, upon: (a)        the issue of the Firm Placing Shares and First Admission occurring by no later than 7 August 2026 (or such other date as the Company and Zeus may agree); (b)        the Resolutions being passed by Shareholders at the General Meeting; (c)        the Placing Agreement becoming unconditional in all respects (save for Admission) and not having been terminated in accordance with its terms prior to Admission; (d)        Admission of the Conditional Placing Shares becoming effective on or before 8:00 a.m. on 17 August 2026 or such later time and/or date as the Company and the Joint Bookrunners may agree, being no later than 8:00 a.m. on the Long Stop Date . If such conditions are not satisfied or, if capable of waiver, waived, by the date(s) and time(s) referred to above, the Conditional Placing will not proceed. The Placing Agreement In connection with the Placing, the Company and the Joint Bookrunners have entered into the Placing Agreement. Pursuant to the terms of the Placing Agreement, the Joint Bookrunners have severally (and not jointly or jointly and severally) conditionally agreed to use their reasonable endeavours, as agents for the Company, to procure Placees for the Placing Shares at the Issue Price.  Neither the Firm Placing nor the Conditional Placing are being underwritten. The Placing Agreement is conditional, amongst other things, on the conditions in the Placing Agreement being satisfied or (if capable of waiver) waived and the Placing Agreement not having been terminated in accordance with its terms prior to either First Admission (in the case of the Firm Placing) or Second Admission (in the case of the Conditional Placing), First Admission occurring on or before 8:00 a.m. on 7 August 2026 (or such later date as the Company and the Joint Bookrunners may agree, not being later than 8:00 a.m. on the Long Stop Date), and Second Admission occurring on or before 8:00 a.m. on 17 August 2026 (or such later date as the Company and the Joint Bookrunners may agree, not being later than 8:00 a.m. on the Long Stop Date) . The Placing Agreement contains certain customary warranties given by the Company in favour of the Joint Bookrunners in relation to, inter alia , matters relating to the Company and its business. In addition, the Company has agreed to indemnify the Joint Bookrunners in relation to certain liabilities its business may incur in respect of the Placing.  Zeus has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, in particular, in the event of a breach of the warranties given in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement or the occurrence of a force majeure event or a material adverse change affecting the financial position, business or prospects of the Company. The Placing is not conditional on the Subscription or the Retail Offer proceeding or on any minimum take-up under the Retail Offer. Subscription The Company has entered into the Subscription Letters with certain Subscribers pursuant to which the Company has agreed to issue the Subscription Shares to the Subscribers, at the Issue Price, raising gross proceeds for the Company of approximately £3.0 million.   The Subscription Shares will be subscribed for on the basis agreed pursuant to the Subscription Letters, rather than pursuant to the terms and conditions of the Placing.   The issue of the Firm Subscription Shares is to be effected by way of a non-pre-emptive subscription and issue of new Ordinary Shares for cash consideration, utilising the Company's existing authorities granted at the 2026 AGM.   The issue of the Conditional Subscription Shares will be conditional on the passing of the relevant Resolutions at the General Meeting. The Subscription is not underwritten. Retail Offer The Company values its Shareholder base and believes that it is appropriate to provide its eligible Retail Investors in the United Kingdom the opportunity to participate in the Retail Offer. The Retail Offer will allow existing Retail Investors to participate in the Fundraising by subscribing for Retail Offer Shares at the Issue Price. Conditional on, amongst other things, the Firm Fundraising proceeding, First Admission, the Conditional Placing, the Conditional Subscription and Second Admission, up to 7,017,544 Retail Offer Shares will be issued to eligible Retail Investors by way of the Retail Offer at the Issue Price to raise proceeds of up to approximately £ 2.0 million (before expenses). The Retail Offer Shares are not part of the Placing and are not Placing Shares. The Retail Offer is not being underwritten. No prospectus will be published in connection with the Retail Offer. Further information on the Retail Offer and how Retail Investors can participate in the Fundraising will be contained in a further announcement.   Director and non-Board PDMR participation in the Placing Each of the Directors, certain non-Board PDMRs and the Company Secretary have indicated their intention to participate in the Fundraising. Their intended participation is as below: Director / PDMR Position Intended participation Number of Fundraising Shares at the Issue Price Tony Brewer Chief Executive Officer £45,675 160,263 Paul Bassi Chairman £427,500 1,500,000 Andrew Simpson Non-executive director £18,383 64,500 Mike Steventon Non-executive director £29,872 104,815 Adrian Laffey Residential Director £34,730 121,858 Ben Baker- Ashforth Head of Financial Accounting & Reporting £1,970 6,912     Investor Presentation   The Company will provide a live presentation and Q&A for investors Retail Investors and any other interested parties via Investor Meet Company at 2:00 p.m. on 29 July 2026.   The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet Likewise via: https://www.investormeetcompany.com/likewise-group-plc/register-investor Investors who already follow Likewise on the Investor Meet Company platform will automatically be invited.   Expected Timetable of Principal Events   2026 Result of ABB 7:00 a.m. on 29 July Launch of Retail Offer 8:00 a.m. on 29 July Close of Retail Offer 4:30 p.m. on 4 August First Admission and commencement of dealings in the Firm Fundraising Shares on AIM 8:00 a.m. on 7 August CREST accounts expected to be credited with Firm Fundraising Shares in uncertificated form (uncertificated holders only) 7 August Expected dispatch of definitive share certificates in respect of Firm Fundraising Shares to be issued in certificated form (certificated holders only) Within 10 business days of First Admission General Meeting 10:00 a.m. on 14 August Results of General Meeting 14 August Second Admission and commencement of dealings in the Conditional Fundraising Shares on AIM 8:00 a.m. on 17 August CREST accounts expected to be credited with Conditional Fundraising Shares in uncertificated form (uncertificated holders only) 17 August Expected dispatch of definitive share certificates in respect of Conditional Fundraising Shares to be issued in certificated form (certificated holders only) Within 10 business days of Second Admission   Notes:   1.             Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service. 2.             All of the above times refer to London time unless otherwise stated.     IMPORTANT NOTICES   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 OR 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, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED TERRITORY"). ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, 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. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the " US   Securities Act "), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, the Republic of South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, the Republic of South Africa or Japan (as the case may be). No public offering of the Placing Shares is being made in Australia, Canada, the Republic of South Africa or Japan or elsewhere. No action has been taken by the Company, Zeus, Ravenscroft or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, " Representatives ") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such offering document or prospectus is required to be published by the Company. Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by any of these forward ‐ looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place specific reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Zeus and Ravenscroft expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation. Zeus, which is authorised and regulated by the Financial Conduct Authority (" FCA ") in the United Kingdom, is acting as nominated adviser, sole broker and joint bookrunner exclusively for the Company and no one else in connection with the Placing or any other matter referred to in this Announcement, and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone (including any Placees) other than the Company in connection with  the Placing or for providing the protections afforded to their clients or for giving advice in relation to the Placing or any other matters referred to in this Announcement. The responsibilities of Zeus, as nominated adviser, are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Zeus as to, and no liability whatsoever is accepted by Zeus in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued). Ravenscroft, which is licensed and regulated in Guernsey by the Guernsey Financial Services Commission, is acting as Joint Bookrunner to the Company in connection with the proposed Placing. Ravenscroft will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to clients of Ravenscroft or for providing advice in relation to the contents of this Announcement or any other matter. This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Zeus (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended (" FSMA ") or the regulatory regime established thereunder), Ravenscroft and/or by any of their respective affiliates and/or a Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Zeus, Ravenscroft and/or any of their respective affiliates and/or Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Zeus, Ravenscroft and/or any of their respective affiliates and/or Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. 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 or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice. This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 (" POATR ") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the " EU Prospectus Regulation "). No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with the EU Prospectus Regulation or the POATR) to be published. All offers of the Placing Shares will be made available pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce an admission document or prospectus. The contents of this Announcement have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply. This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (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 paragraph 15 of Part 2 of Schedule 1 of the POATR and (c) 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 Fundraise 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. INFORMATION TO DISTRIBUTORS UK PRODUCT GOVERNANCE Solely for the purposes of the product governance requirements contained within 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 such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the " Target Market Assessment "). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) 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, the Joint Bookrunners 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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. EEA PRODUCT GOVERNANCE 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 in the European Economic Area (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 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: (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. Appendix 1 to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix 1 to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to this Announcement. This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.   APPENDIX 1     TERMS AND CONDITIONS OF THE PLACING   IMPORTANT INFORMATION FOR INVITED PLACEES ONLY THE INFORMATION AND TERMS CONTAINED IN THIS ANNOUNCEMENT ( 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, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A " RESTRICTED TERRITORY "). THIS APPENDIX GIVES DETAILS OF THE TERMS AND CONDITIONS OF, AND THE MECHANICS OF PARTICIPATION IN, THE PLACING. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (" EEA "), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMENDED FROM TIME TO TIME) (THE " EU PROSPECTUS REGULATION ") (" EEA QUALIFIED INVESTORS "); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS , BEING PERSONS FALLING WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024/105 (THE " POATR ")(" UK QUALIFIED INVESTORS "), AND WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE " ORDER "); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ( HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC ) OF THE ORDER; OR ( C) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS "). THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS DOCUMENT 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 THE SALE OR SUBSCRIPTION OF , OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR , ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE " US 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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE US 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. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED . EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS . The 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 or will be taken by the Company, the Nominated Adviser, or the Joint Bookrunners 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 distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action . Persons into whose possession this Announcement comes are required by the Company, the Nominated Adviser, and the Joint Bookrunners 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 any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) Australia, Canada, Japan, the Republic of South Africa or to any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa or to any corporation, partnership or other entity created or organised under the laws thereof, or to any persons in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement.  No public offering of the Placing Shares is being made in any such jurisdiction. All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the POATR or the EU Prospectus Regulation, as appropriate, 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 FSMA does not apply. 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 or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, or the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.   The Nominated Adviser and the Joint Bookrunners are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. None of the Company, the Nominated Adviser or the Joint Bookrunners or any of their respective affiliates makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. This Announcement should be read in its entirety. In particular, you should read and understand the information provided in these Terms and Conditions. By participating in the Placing, each person who chooses to participate in the Placing (a " 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 to the Joint Bookrunners and the Company (amongst other things) that: (a)        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; (b)        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; (c)        in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing: (i)   it is a Qualified Investor within the meaning of paragraph 15 of part 2 of Schedule 1 of the POATR ; and (ii)   in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 7(4) of the POATR : (A)  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 to UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (B)  where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than to UK Qualified Investors, the offer of those Placing Shares to it is not treated under the POATR as having been made to such persons; (d)        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: (i)   it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and (ii)   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: (A)  the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (B)  where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons; (e)  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 Announcement;   (f)   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 ( b ) 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;   (g)  it acknowledges that the Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and (h)  the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. No prospectus No offering document or prospectus has been or will be submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares. Placees' commitments will be made solely on the basis of (i) publicly available information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, (ii) the information contained in this Announcement and (iii) business and financial information published in accordance with the rules and practices under the AIM Rules and the UK version of the Market Abuse Regulation (Regulation 596/2014) which is part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended (" UK MAR ") (together, the " Publicly Available Information ") and subject to the further terms set forth in the form of confirmation referred to below . 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 other information (other than Publicly Available Information), representation, warranty or statement made by or on behalf of the Company , the Nominated Adviser or the Joint Bookrunners or any other person and none of the Company , the Nominated Adviser, the Joint Bookrunners nor any other person acting on such person's behalf nor any of their respective 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 which the Placees may have obtained or received. 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 to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person . Details of the Placing Agreement and the Placing Shares Zeus is acting as Nominated Adviser, sole broker and a bookrunner in connection with the Placing, as agent for and on behalf of the Company, and Admission. Ravenscroft Corporate Finance Limited ( " Ravenscroft " and, together with Zeus, the " Joint Bookrunners " ) is acting as a bookrunner to the Placing, as agent for and on behalf of the Company. The Joint Bookrunners have today entered into the Placing Agreement with the Company under which, amongst other things, the Joint Bookrunners as agents for and on behalf of the Company, have (acting severally and not jointly or jointly and severally) agreed to use their reasonable endeavours to procure Placees for the Placing Shares, in each case at the Issue Price. The Joint Bookrunners will today commence the ABB to determine demand for participation in the Placing by Placees immediately following the publication of this Announcement. The Placing is not being underwritten. Members of the public are not entitled to participate in the Placing. The Placing Shares are not part of the Retail Offer or the Subscription. The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the ABB as it may, in its discretion following consultation with the Company, determine. The Placing is to be conducted in a single ABB but comprises two separate tranches: the Firm Placing, to be effected by way of a non-pre-emptive cash box structure and settled at First Admission, and the Conditional Placing, comprising Placing Shares in excess of the authorities granted at the 2026 AGM, which is conditional upon, amongst other things, the passing of the Resolutions and, if the Resolutions are passed, will be settled at Second Admission. The allocation of the Placing Shares between the Firm Placing and the Conditional Placing shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company . The Firm Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares , including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Firm Placing Shares. It is currently expected that First Admission will become effective, and that dealings in the Firm Placing Shares will commence on AIM, on or around 7 August 2026. The Conditional Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares , including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Conditional Placing Shares. It is currently expected that Second Admission will become effective, and that dealings in the Firm Placing Shares will commence on AIM, on or around 17 August 2026. The allotment and issue of the Firm Placing Shares will be effected by way of a cash box placing of new Ordinary Shares in the Company for non-cash consideration in accordance with the Placing Agreement and a subscription and transfer agreement entered into between the Company, Zeus and Teammate Finance (Jersey) Limited (" J erseyCo "), a Jersey incorporated majority owned subsidiary of the Company (the " Subscription and Transfer Agreement "). Zeus will subscribe for ordinary shares and redeemable preference shares in JerseyCo for an amount approximately equal to the net proceeds of the Firm Placing. The Company will allot and issue the Firm Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer by Zeus of the ordinary shares and redeemable preference shares in JerseyCo to the Company. Accordingly, instead of receiving cash as consideration for the issue of the Firm Placing Shares, the Company will, conditional on Admission and following the conclusion of the Firm Placing, own all of the issued share capital of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Firm Placing. By taking up or purchasing Firm Placing Shares and submitting a valid payment in respect thereof, a Placee instructs Zeus to hold such payment and: (i) to the extent of a successful application under the Firm Placing, to apply such payment solely for Zeus to subscribe (as principal) for redeemable preference shares in JerseyCo; and (ii) to the extent of an unsuccessful application under the Firm Placing, Zeus or Ravenscroft to return the relevant payment without interest to the applicant. Zeus also has the right to terminate the Placing Agreement in certain circumstances. The Firm Placing is not conditional on the Conditional Placing and the placing of the Firm Placing Shares may still complete if the placing of the Conditional Placing Shares does not complete, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions.   The Conditional Placing is conditional on, amongst other things, the passing of the Resolutions by Shareholders at the General Meeting. Further details of the placing procedure and terms on which the Placing Shares are being offered are set out below. Application for admission to trading on AIM Subject to the Placing Agreement becoming unconditional, Application will be made to the London Stock Exchange for admission of the Firm Placing Shares to trading on AIM. It is expected that First Admission will become effective at 8.00 a.m. on or around 7 August 2026 (or such later date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than the Long Stop Date) and that dealings in the Firm Placing Shares on AIM will commence at the time of First Admission. Subject to the Placing Agreement becoming unconditional, Application will be made to the London Stock Exchange for admission of the Conditional Placing Shares to trading on AIM. It is expected that Second Admission will become effective at 8.00 a.m. on or around 17 August 2026 (or such later date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than the Long Stop Date) and that dealings in the Conditional Placing Shares on AIM will commence at the time of Second Admission. Participation in the Placing This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No Placee will be entitled to receive any fee or commission in respect of any Placing Shares. The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method as they may, in their sole discretion, determine. Principal terms of the Placing (a)     Zeus is acting as a bookrunner to the Placing, as agent for and on behalf of the Company. Zeus is authorised and regulated in the United Kingdom by the Financial Conduct Authority ( " FCA " ) and is acting for the Company (in respect of the Placing Shares) and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Zeus or for providing advice in relation to the matters described in this Announcement. (b)     Ravenscroft is acting as a bookrunner to the Placing, as agent for and on behalf of the Company. Ravenscroft is licensed and regulated in Guernsey by the Guernsey Financial Services Commission and is acting for the Company (in respect of the Placing Shares) and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Ravenscroft or for providing advice in relation to the matters described in this Announcement. (c)     Participation in the Placing will only be available to persons who may lawfully do so, and who are invited by a Joint Bookrunner to participate in the Placing. Each Joint Bookrunner and any of its affiliates are entitled to participate in the Placing as principal. (d)     The final number of Placing Shares, to be issued or acquired at the Issue Price will be agreed and determined between the Joint Bookrunners and the Company and such details will be announced by the Company through a RIS as soon as reasonably practicable following completion of the ABB pursuant to the "Result of Placing" announcement. The allocation of the Placing Shares between the Firm Placing and the Conditional Placing shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company . (e)     To bid in the ABB, prospective Placees should communicate their bid by telephone to their usual contact at the relevant Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down by the Joint Bookrunner on the basis referred to in paragraph (i) below. (f)     The timing of the closing of the ABB will be at the discretion of the Joint Bookrunners. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. (g)     The ABB is expected to close on 28 July 2026, but may close later subject to the agreement of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids, either in whole or in part, that are received after the ABB has closed. (h)     Each Placee's allocation in the Placing shall be determined by the applicable Joint Bookrunner. Each Placee's allocation will be confirmed to Placees orally , or in writing (which can include email), by Zeus or Ravenscroft and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Zeus' or Ravenscroft's oral confirmation will give rise to an immediate, separate, irrevocable and binding obligation, undertaking and commitment by that person (who at that point becomes a Placee), in favour of that Joint Bookrunner and the Company, under which it agrees to subscribe for and/or acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Announcement (including these Terms and Conditions) and in accordance with the Company's articles of association. Except with the relevant Joint Bookrunner's written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted. The terms of this Announcement will also be deemed incorporated in the form of confirmation. (i)      A Joint Bookrunner may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Joint Bookrunners may also, notwithstanding paragraphs (f) and (g) above, subject to the prior consent of the Company: (A)           allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; or (B)           allocate Placing Shares after the ABB has closed to any person submitting a bid after that time. (j)      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 subscribed for and/or acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement". (k)     All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" (including, with respect to the Conditional Placing, the passing of the Resolution) and to the Placing not being terminated on the basis referred to below under "Termination of the Placing". (l)      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. (m)    To the fullest extent permissible by law and applicable FCA rules, none of: (a) the Joint Bookrunners, (b) any of the Joint Bookrunners' respective affiliates, agents, directors, officers, consultants, (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 the Joint Bookrunners), (d) any person acting on a Joint Bookrunner's behalf, 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 their conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners shall have no liability to the Placees for any failure by the Company to fulfil those obligations . (n)     The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunner's conduct of the Placing. (o)     The times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes. Registration and Settlement Following the close of the ABB, each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares allocated to it at the Issue Price , the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Bookrunner . The Company will deliver the Placing Shares to a CREST account operated by or on behalf of the relevant Joint Bookrunner (or either of them) as agent for the Company and the relevant Joint Bookrunner will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment. Settlement of transactions in the Firm Placing Shares following First Admission will take place within the CREST system , subject to certain exceptions . Settlement through CREST is expected to take place in respect of the Firm Placing Shares on 7 August 2026 and First Admission is expected to occur no later than 8.00 a.m. on 7 August 2026 unless otherwise notified by the Joint Bookrunners. Subject to the passing of the Resolutions by Shareholders at the General Meeting, settlement of transactions in the Conditional Placing Shares following Second Admission will take place within the CREST system , subject to certain exceptions . Settlement through CREST is expected to take place in respect of the Conditional Placing Shares on 17 August 2026 and Second Admission is expected to occur no later than 8.00 a.m. on 17 August 2026 unless otherwise notified by the Joint Bookrunners. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Firm Placing Shares or the Conditional Placing Shares to CREST or the use of CREST in relation to the Firm Placing or the Conditional Placing, the Company and the Joint Bookrunners may agree that the Firm Placing Shares or the Conditional Placing Shares (as applicable) should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares , and to deliver the Placing Shares to Placees , by such other means as they deem 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. It is expected that settlement will take place in accordance with the instructions set out in the contract note.   Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing SONIA (Sterling Overnight Index Average) rate as determined by the Joint Bookrunners. Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST. Each Placee agrees that, if it does not comply with these obligations and make payment by the date specified, either Joint Bookrunner may sell , charge by way of security (to any funder of either Zeus or Ravenscroft) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Joint Bookrunners' own account and benefit , an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by the relevant Joint Bookrunner as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder. If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that , upon receipt, the conditional form of confirmation or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing. Conditions of the Placing The obligations of the Joint Bookrunners under the Placing Agreement and in respect of the Firm Placing are, conditional upon, amongst other things: (a)     the Company allotting the Firm Placing Shares in accordance with the terms of the Placing Agreement; (b)     the performance by the Company and the Directors of their obligations under the Placing Agreement to the extent that they fall to be performed prior to First Admission; (c)     Zeus not having exercised its right to terminate the Placing Agreement prior to First Admission; and (d)     First Admission occurring by not later than 8.00 a.m. on 7 August 2026 (or such later date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than the Long Stop Date). The obligations of the Joint Bookrunners under the Placing Agreement in respect of the Conditional Placing are, conditional upon, amongst other things: (a)     satisfaction of the conditions to the Firm Placing; (b)     the passing of the Resolutions by Shareholders at the General Meeting; (c)     the Company allotting the Conditional Placing Shares in accordance with the terms of the Placing Agreement; (a)     the performance by the Company and the Directors of their obligations under the Placing Agreement to the extent that they fall to be performed prior to Second Admission; (b)     Zeus not having exercised its right to terminate the Placing Agreement prior to Second Admission; (c)     Second Admission occurring by not later than 8.00 a.m. on 17 August 2026 (or such later date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than the Long Stop Date).   All conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the " conditions ". If: (i) any of the conditions relating to the Firm Placing contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in, amongst other circumstances, the circumstances specified below, the Placing (both the Firm Placing and the Conditional Placing) will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof. If: (i) any of the conditions relating to the Conditional Placing contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in so far as it applies to the Conditional Placing in, amongst other circumstances, the circumstances specified below, the Conditional Placing will lapse and the Placees' rights and obligations hereunder in relation to the Conditional Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof. The Joint Bookrunners may, at their discretion, waive satisfaction in relation to the conditions in the Placing Agreement save that the above conditions relating, inter alia, to First Admission and/or Second Admission (as applicable) taking place, the Company allotting and issuing the Placing Shares and, with respect to the Conditional Placing, the Resolution being passed at the General Meeting may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it. Certain conditions may be waived in whole or in part by the Joint Bookrunners, in their absolute discretion by notice in writing to the Company and the Joint Bookrunners may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. Zeus may terminate the Placing Agreement in certain circumstances, details of which are summarised below. Neither the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers, employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. Termination of the Placing Zeus may terminate the Placing Agreement, in accordance with its terms, at any time prior to First Admission if, amongst other things: 1.   either Joint Bookrunner becomes aware that any statement contained in the Placing Documents (as such term is defined in the Placing Agreement) has become or been discovered to be untrue, incorrect or misleading in any material respect; or 2.   either Joint Bookrunner becomes aware that any of the warranties was, when given, untrue, inaccurate or misleading in any material respect; or 3.   either Joint Bookrunner becomes aware that any of the warranties is not, or has ceased to be, true, accurate or not misleading in any material respect; or 4.   either Joint Bookrunner becomes aware that there is a breach by the Company or a Director of its respective obligations under the Placing Agreement which is in the opinion of Zeus (acting reasonably) is material; or 5.   either Joint Bookrunner becomes aware there has occurred, in the opinion of Zeus (acting in good faith), a material adverse change in the business of the Group or in the financial or trading position or prospects of the Group or the Company; or 6.   there has occurred a force majeure event, which, in the opinion of Zeus (acting in good faith), would or would be likely to prejudice materially the Group or the Placing, or make the success of the Placing doubtful. Zeus is entitled, at any time after First Admission of the Firm Placing Shares and prior to Second Admission of the Conditional Placing Shares to terminate the Placing Agreement in so far as it relates to the Conditional Placing, in accordance with its terms, in substantially similar circumstances to those described above. If the Placing Agreement is terminated in accordance with its terms prior to First Admission, 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. If the Placing Agreement is terminated in accordance with its terms after First Admission but prior to Second Admission, the rights and obligations of each Placee in respect of the Conditional 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 and the Joint Bookrunners that the exercise by the Company or either Joint Bookrunner 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 or the Joint Bookrunners and that neither of the Company nor the Joint Bookrunners need make any reference to such Placee and that neither the Joint Bookrunners, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the Joint Bookrunners of a form of confirmation confirming each Placee's allocation and commitment in the Placing. Representations, warranties and further terms By participating in the Placing and submitting a bid in the ABB, each Placee (and any person acting on such Placee's behalf) confirms, represents, warrants, acknowledges, agrees and undertakes with the Joint Bookrunners and the Company (for itself and for any such prospective Placee) that (save where the Joint Bookrunners expressly agree in writing to the contrary): (a)     it has read and understood this Announcement in its entirety and that its subscription or acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information ; (b)     no offering document , admission document or prospectus has been or will be prepared in connection with the Placing (nor is one required under the POATR or other applicable law) and represents and warrants that it has not received and will not receive a prospec...

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