Proposed Refinancing & Equity Fundraise

About this update from Ondo Insur Tech Plc

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.   THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ONDO INSURTECH PLC. 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 ONDO INSURTECH PLC.   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW 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.   22 June 2026 Ondo InsurTech Plc ("Ondo" or the "Company") Proposed Refinancing, Vendor Loan Note Restructuring, Issue of Convertible Loan Notes, Equity Fundraise, Credit Facility and Capital Reorganisation together with Extended US Customer Orders and Heads of Terms on US Outsourcing Agreement   Ondo InsurTech Plc (LSE: ONDO), a leading provider of claims prevention technology for home insurers, is pleased to announce that it has reached agreement with a number of cornerstone investors (the " Cornerstone Investors ") and HomeServe Assistance Limited (" HomeServe ") on a refinancing and Vendor Loan Note restructuring package and associated capital reorganisation (together, the " Proposals "). The Company has also continued to make strong commercial progress in the US, with Nationwide  confirming their intention to order a further 35,000 LeakBots to be deployed in H2 2026 and a pilot outsourcing of Find & Fix plumbing to Beagle Services Inc., supporting further geographic expansion.   In connection with the Proposals, the Company is today launching an accelerated bookbuild (" ABB ") alongside an associated retail offer (the " Fundraising ") to raise a minimum of £2.9 million. The Company is also conditionally raising £2.0 million by way of an issue of unsecured convertible loan notes (" CLNs ") and has entered into a credit facility of up to a further £2.0 million for a period of two years, commencing on 1 April 2027, conditional on the Proposals being implemented.   The Placing is being conducted through an ABB to be undertaken by Singer Capital Markets Securities Limited (" Singer Capital Markets ") which will be launched immediately following this Announcement. The Placing is subject to the terms and conditions set out in Appendix 1 of this Announcement.   In order to facilitate the issue of shares at the Fundraising Price, the Company proposes to subdivide and reclassify each existing ordinary share of £0.05 each into one new ordinary share of £0.01 and one deferred share of £0.04 (the " Capital Reorganisation "). The Company proposes to adopt new articles of association in connection with the Capital Reorganisation.   The Proposals, the Fundraising and the Capital Reorganisation are conditional on shareholder approval at a General Meeting, which is expected to be convened for 9 am on Thursday 9 July 2026 at Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.     Proposals:   Loan Note restructuring As at 18 June 2026, the Company had £6.5 million of outstanding HomeServe loan notes, including accrued interest.   The Company and HomeServe have agreed to amend the unsecured loan note instrument, of which HomeServe holds the outstanding notes constituted under it, including (but not limited to) as follows: ·      The redemption date will be extended to 31 May 2030; ·      The interest rate applicable to the HomeServe loan notes which accrued from 31 March 2024 will be retrospectively reduced from a fixed rate of 12% (due to increase to 15% in June 2026 and to 17% from 31 March 2027) to 5% per annum, reducing accrued interest at 31 May 2026 by c.£1.1m and future interest by £1.7m as the remaining balance will accrue interest at a fixed rate of 5 per cent per annum over a four-year term to 31 May 2030 ; ·      £0.49m principal will be repaid from the proceeds of the equity fundraise in two installments on 30 September and 31 December 2026; ·      All further capital and interest repayments are now repayable on the revised final maturity date of 31 May 2030 where the Company estimates the repayment amount to be approximately £5.94 million, against the previously total paid and payable principal and interest obligation of £9.31 million ; ·      Cash service of interest and capital payments is reduced by £7.2m over the next three years to 31 December 2029 ·      The Company retains the ability to repay the HomeServe loan notes, in whole or in part, at any time prior to maturity; ·      The Company will be required to apply a minimum of 20 per cent. of the net proceeds of any future equity fundraises undertaken after 1 August 2026 towards repayment of the HomeServe loan notes;   £2m Convertible Loan Notes ("CLNs") ·      The Company has conditionally raised £2.0m by way of an issue of unsecured CLNs, convertible at £0.032 or, in certain circumstances, a lower price determined by applying a 20% discount to the price per Ordinary Share deemed to be paid in connection with the relevant conversion event. ·      Conversion is capped so that no single CLN holder (together with any persons acting in concert with them) may exceed 29.99% of issued share capital with any surplus above this threshold repaid in cash rather than converted into shares, however in the event of a takeover offer, the holders of the CLNs may (at their discretion) exceed this threshold. ·      On redemption or conversion, the Company must repay circa £4.06m (full principle plus original interest, converting into up to 126,746,301 Ordinary Shares at 3.2 pence per Ordinary Share.   Minimum £2.9m Fundraising and launch of ABB ·      The Company intends to raise a minimum of £2.9 million before expenses in a proposed Placing and Retail Offer at a price of not less than 3.0 pence (" the Fundraising Price "). ·      Net proceeds will fund working capital to accelerate scaled rollouts under existing US and European agreements and to support expansion of the US plumbing network. ·      The issue will be accompanied by a retail offer (the "Retail Offer") for an amount equating to c. 10% of the proposed Placing, via a placing subject to clawback to accommodate uptake retail participation. Full details of the Retail Offer will be announced separately following the announcement of the Result of the Placing. ·      All six Directors of the Company have indicated their intention to participate in the ABB. or the Retail Offer. Further details of their participation will be set out in the Result of ABB announcement. ·      In aggregate, the Group has received irrevocable undertakings to accept the Fundraising resolutions from 12.8% of the Company's Issued Share Capital.   £2m credit facility ("Credit Facility") ·      The Company has entered into a two-year £2.0 million committed credit facility with a Cornerstone Investor. ·      The Credit Facility is unsecured, does not attract any non-utilisation or arrangement fees and can be drawn in whole or part between 1 April 2027 and 30 June 2028. ·      The facility carries an interest rate of 17.5% on amounts drawn.   Continuing US Leakbot deployment ·    The Company has received confirmation of Nationwide's purchasing plans for the remainder of 2026. At this time, Nationwide have confirmed their intention to purchase an additional 35,000 Leakbot units before the end of 2026.   Regional USA Find & Fix Outsourcing ·      Ondo has also entered into a pilot with Beagle Services Inc., extending its find-and-fix capabilities into US states where the Company does not currently have employed LeakBot plumbers, supporting further geographic expansion. ·      The pilot is intended to support more efficient geographic expansion in lower density regions of the US, where third-party servicing is expected to be materially more cost effective than the Company's current direct operating model. ·      Across the Group, approximately 37,400 units were deployed in the 90 days to 31 May 2026 including 19,000 in the USA, reflecting accelerating rollout activity.     Commenting on the proposals, Mark Wood, Executive Chairman said " The proposed refinancing and restructuring package strengthen the balance sheet and provide additional financial flexibility to support Ondo's next phase of development .    "We are also encouraged by continued progress in LeakBot deployments across the US, alongside ongoing activity in the UK and Scandinavia. Nationwide has committed to more than doubling the number of activated LeakBots over the next six months, and the plumbing outsource pilot with Beagle Services Inc. is intended to support more efficient expansion into additional US regions, without compromising the high service standards for our insurer clients, as reflected in an NPS of 90 and a Trustpilot score approaching 5. 'Together these developments underpin our accelerating growth."     Further Details of the Placing   The Company intends to raise a minimum of £2.9 million through the placing of 96,710,000 New Ordinary Shares (on a post-Capital Reorganisation basis) at the Fundraising Price to existing and new institutional and other investors by way of an accelerated bookbuild conducted by Singer Capital Markets on behalf of the Company. The Placing consists of a firm placing of a minimum of £1.0 million. In addition there is a placing including a placing subject to clawback under the Retail Offer (the "Clawback Placing") for a minimum of £1.9 million. 9,671,000 of the Placing Shares will be subject to clawback to the extent that valid applications are received for Retail Offer Shares under the Retail Offer and accepted by the Company. The Placing will be proportionally reduced by clawback so that not more than 96,710,000 New Ordinary Shares are issued by the Company in the Placing and Retail Offer. The Retail Offer will provide qualifying existing retail shareholders an opportunity to participate in the Fundraise at the same price as the Placing. As a condition to their subscription for the CLNs, the Cornerstone Investors participation in the Placing will not be subject to clawback under the Retail Offer. The timing for the close of the Bookbuild shall be at the absolute discretion of Singer Capital Markets, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Singer Capital Markets and the Company at the close of the Bookbuild. The result of the Placing will be announced as soon as practicable thereafter. The Placing Shares are not part of the Retail Offer. All six Directors of the Company have indicated their intention to participate in the ABB or the Retail Offer. Further details of their participation will be set out in the Result of ABB announcement. The Company values its shareholder base and believes that it is appropriate to provide its eligible retail investors in the United Kingdom ("Retail Investors") the opportunity to participate in the Retail Offer. The Retail Offer will allow existing Retail Investors to participate in the Fundraise by subscribing for Retail Offer Shares at the Fundraising Price. Conditional on, amongst other things, the Placing proceeding, and Admission, up to 9,671,000 Retail Offer Shares will be issued to eligible Retail Investors by way of the Retail Offer at the Fundraising Price.   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 Fundraising.   Further information on the Retail Offer and how Retail Investors can participate in the Fundraising will be contained in a further announcement.   Assuming that each of the Firm Placing, Placing subject to Clawback and Retail Offer is subscribed for in full, the Placing Shares and Retail Offer Shares will represent approximately 35.3 per cent and 3.9 per cent of the Enlarged Share Capital immediately following Admission, respectively, and the New Ordinary Shares will represent approximately 39.2 per cent of the Enlarged Share Capital immediately following Admission.   The New Ordinary Shares, when issued and fully paid, will rank pari passu in full with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission. It is intended that the net proceeds of the Fundraising will be used primarily for: ·      working capital to finance growth in rollouts in line with USA and European agreements; ·      The expansion of the US plumbing network; ·      The expansion of US customer and marketing; ·      The expansion of an administration and service support centre in the USA. The Group has a significant number of opportunities from existing contracts to expand into the partners' addressable households combined with a strong pipeline of opportunities in the USA, UK and Denmark. The successful execution of the existing contracts will drive device density, increasing the efficiency of existing and future plumbing operations with the pipeline of new prospective customers enabling rollout into new and existing states in a controlled way. The Fundraising, if successful, will provide the Group with sufficient working capital to deliver on its near-term, visible opportunities and to build the pipeline for future growth beyond existing contracts.   Expected Timetable and Principal Events   Announcement of Results of Placing 22 June 2026 Launch of Retail Offer 7 a.m. on 23 June 2026 Close of Retail Offer and Announcement of Results of Fundraising 12 p.m.  on 26 June 2026 General Meeting 9 a.m. on 9 July 2026 Record date for the Capital Reorganisation 6 p.m. on 9 July 2026 Admission and commencement of dealings in the New Ordinary Shares 8 a.m. on 10 July 2026 Issue of CLNs 9 July 2026   The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service. All references to times in this document are to London times.       ENQUIRIES   Ondo InsurTech Plc Mark Wood, Executive Chairman Craig Foster, CEO Kevin Withington, CFO   +44 (0) 800 783 9866 Singer Capital Markets (Sole Broker & Financial Advisor)   Charles Leigh-Pemberton Jen Boorer James Todd Anastassiya Eley   +44 (0) 20 7496 3000   Alma Strategic Communications Andrew Jaques Andy Bryant Hannah Campbell +44 (0) 20 3405 0205 or [email protected]           Market soundings (as defined in MAR) were taken in respect of the ABB with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.   Appendix 1 to this Announcement (which forms part of this Announcement) sets out further information relating to the ABB and the terms and conditions of the Placing.   Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in Appendix 2 (which forms part of this Announcement).     This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below and the Appendices to this Announcement (which form part of this Announcement) which includes the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, 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 herein and, in respect of those persons participating in the Placing, to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in Appendix 1.         1          BACKGROUND TO AND REASONS FOR THE FUNDRAISING   Ondo is a leading provider of water leak detection technology to the home insurance industry through its proprietary LeakBot water leak technology solution, developed over the last 10 years. LeakBot is a patented self-install solution that, once deployed and activated, monitors the home mains water system. The device connects via the home wireless network and a mobile app for the customer's smart phone. If the LeakBot device detects a leak, it notifies the customer via the LeakBot mobile app, the mobile app provides guidance to the customer to identify the potential leak alongside giving access to a team of expert LeakBot plumbers who will attend the property to 'find and fix' the problem, leaving the property leak free. Plumbers are either employed in-house by the Group, as in the UK, the USA and Denmark, or provided by third party providers, as is currently the case in Sweden and is being actively explored in parts of the USA. The LeakBot solution is supplied to four main markets: offered alongside home insurance in the UK, Denmark, Sweden and USA. In most cases the LeakBot device is typically provided to the household free of charge, with the insurer paying for the device and services. The Group continued its move to a recurring revenue model, particularly in the USA, where its partners typically pay a monthly subscription on behalf of their customers for the use of the LeakBot device as well as for repair services when needed. This has materially increased the long term, recurring nature of the Group's income with partners typically paying for twelve months fees in advance, helping to manage the working capital demands on the Group. All signed USA contracts are on a $5 per month recurring basis, currently representing 40 per cent. of registered users and 61 per cent. of the Group's recurring revenues. The primary market for LeakBot is home insurance companies as part of a claims mitigation solution to reduce the impact of water leaks and deliver claims savings to the insurance industry. Nationwide (defined below) has estimated that the average cost to them of a water claim is more than $15,000. Between 20-30 per cent. of all household insurance claims are caused by water leaks - equivalent to some $25 billion per year in claims in the USA alone. At a time of increasing claims inflation, being able to mitigate risk via the Internet of Things and other solutions is a key focus of the industry. The LeakBot claims mitigation solution has continued to expand in existing UK, Danish and Swedish markets, alongside expansion in the USA with Nationwide, Liberty Mutual and Selective. The opportunity for significant expansion within the USA market, with both new and existing partners, remains a strategic priority for the Group. This is alongside the ongoing rollouts in Denmark and Sweden alongside the UK. Ondo's customers in the insurance sector include: ·      Nationwide (top 10 USA insurer) ·      Selective (USA) ·      Liberty Mutual (top 10 USA insurer) ·      Hanover Insurance (USA) ·      Pure Insurance (USA) ·      Mutual of Enumclaw (USA) ·      Westfield Insurance (USA) ·      Indiana Farm Bureau (USA) ·      Bear River Mutual (USA) ·      Admiral (UK) ·      Direct Line (UK) ·      Hiscox (UK) ·      Covea (UK) ·      NFU (UK) ·      LB Forsikring (Denmark) ·      Länsförsäkringar (Sweden) ·      Alm Brand (Denmark) ·      Topdanmark (Denmark) To support its growth Ondo is developing its technology, operational and marketing infrastructure. It has expanded its USA operations with US wide third-party distribution capabilities in California, a US based customer support team, a US sales and customer success team led by a US general manager alongside a dedicated plumbing services manager for North America and a team of 14 plumbers covering 27 states. Currently, technical, and additional customer support is provided from the UK with the LeakBot product being manufactured in the UK. Following the Fundraising, infrastructure in the USA will be expanded further as the Group continues to support deeper partner rollout into existing states across the USA, with new plumbing technicians and infrastructure being expanded as required. Over time, the support provided by the UK team will continue to reduce as the in-country operations team expands to support the growth of the US business. The Group is also investing in artificial intelligence to further support this expansion. Concurrently, the Group is in discussions with third party providers of plumbing and home maintenance services across the USA, to provide additional plumbing resources to enable Ondo to increase the pace and scale of the rollout to new and existing states. This approach is intended to reduce resource requirement for further directly-hired plumbers within the USA. Assuming discussions continue to progress, it is intended to operate alongside the existing direct hired model to provide Ondo management with confidence that the Group is able to maintain the high levels of customer service that its' customers currently receive and meet the Group's on-going commitments to its insurance partners. While the LeakBot product and platform are fully developed and operational, the Company is continuing to develop the platform in line with the requirements of new and existing partners. The Company's US commercial model is based on partner prepayments: when an insurer places an order, it pays for the devices in advance, and the Company uses that prepayment to fund manufacture, distribution and activation, drawing down against it as devices activate rather than billing separately for cash. On average it takes around 16 to 19 months from an order being placed before the prepayment is fully utilised and the cohort converts to recurring monthly cash - the annuity income that underpins the value of the installed base. The model is self-sustaining where new orders arrive at a regular cadence, each bringing fresh prepayment cash while earlier cohorts mature. The Company has grown its US installed base and cost base, including its employed plumber network, rapidly over the past two years, but because that growth is recent, very few US orders have yet completed drawdown and the installed base is not yet generating material recurring monthly cash. This contributed to working capital pressure when three orders the Company had forecast were each deferred, for separate and unrelated reasons the Board does not consider systemic. This removed expected prepayment cash at a time when the US cost base was already in place and the installed base had not yet matured. The Board deem this a temporary interruption to order cadence against the structural lag between prepayment and annuity. The underlying cash position is expected to improve as contracted cohorts convert to monthly billing, rising from approximately £0.1 million of net monthly cash in May 2026 to approximately £0.5 million a month by December 2027 on the existing installed base alone.   2          CURRENT TRADING AND PROSPECTS 1 Strong revenue growth for the Group For the year ended 31 March 2026 the Group's unaudited revenues grew by 19% to £4.6 million, with recurring revenue the most predictable part of the Group's income up 50% to £3.8 million. The Group's annualised contracted recurring revenue stood at £6.8 million at 31 March 2026, reflecting significant contracted business that is in the process of being deployed. Currently, the Group has 155,000 active customers globally. The USA: Strong growth and the expectation for more to come The Group had a standout year in the USA. Unaudited revenues more than doubled, growing 115% to £2.3 million and now representing nearly half of total Group revenue. Activated customer numbers grew 114% to over 61,000, and the Group completed 3,070 in-home plumbing repairs, up 123% on the prior year. Crucially, this rapid growth has not come at the expense of quality with the USA's net promoter score increased during the same period from +79 to +88, one of the highest for any service industry. The Group now operates across 26 US states with 11 insurance partners. Looking ahead, the Board believes that the opportunity remains vast. With coverage across only 26 US states and 11 partners, there is substantial runway for further expansion. The Group's existing partners insure over 12 million homes, and are actively discussing increases to their programmes, confirming that LeakBot is increasingly viewed as an essential proposition for US home insurers. With the USA as the Company's newest market, penetration into the Company's customer base has to date reached 0.6%, compared to penetration rates in the UK and Denmark with customer bases of around 10%. The Group remains firmly focused on its goal of becoming the US market leader in water damage prevention, addressing a claims cost that runs to billions of dollars every year. UK and wider Europe: Building on strong foundations In the UK, NFU Mutual became the Group's largest UK partner and the first to adopt a recurring pricing model which is a meaningful commercial milestone and a strong endorsement of the Group's technology. In the Nordic region, Alm. Brand Group committed to a minimum of 15,000 devices across three brands, with deployment already underway. The Company's UK customers have approximately 550,000 homes insured, Danish customers have approximately 420,000 homes insured, whilst Swedish customers have approximately 2 million homes insured. Penetration into these customer bases continues to grow, with the UK and Denmark to date achieving approximately 10% penetration, whilst Swedish penetration is to date approximately 1.5%. All regions continue to grow in both absolute numbers and penetration. Currently, the Group's Active customer footprint is 33,000 devices in Denmark, 31,000 devices in the UK and 30,000 devices in Sweden. Looking ahead, the Board sees significant opportunity to expand the Group's European footprint further. The Board expects the recurring pricing model pioneered with NFU Mutual to become the standard across the Group's UK and continental European partner base, strengthening both revenue predictability and long-term partner relationships. The Nordic market is showing real promise, and the Group is in active dialogue with additional European insurers as awareness of LeakBot continues to build. A platform built for scale LeakBot is a proven, scalable solution addressing the single largest cause of home insurance claims - water damage, accounting for 20-30 per cent. of typical home insurance underwriting costs, and costing insurers in the USA, for example, $25bn every year. The platform is built, the number of the Group's partners is growing, and the Board believes that the pipeline of opportunity across both the US and UK markets is strong. Going forward, the Group intends to categorise new contracts wins as follows; Band 1 = 5,000 - 10,000 active devices, Band 2 = 10,000 - 20,000 active devices, Band 3 = 20,000 - 40,000 active devices, Band 4 = 40,000+ active devices.   Unit economics The commercial model adopted in the USA represents the Group's preferred model for future contracts and provides a profitable model for future growth. Monthly churn rates of households with active LeakBot devices in the USA within existing contracts average 1.27%. The rate of churn implies an average lifecycle per activated LeakBot of approximately 6.5 years. The Group's commercial model is for the insurer to pay $5 per month per activated LeakBot, with the first 12 months' paid in advance. The Group uses part of the advance payment to fund the manufacture and distribution of LeakBots and approximately 78% of the LeakBots distributed are eventually activated. The advance payment for all devices distributed is amortised across the activated devices, implying a manufacturing and distribution cost per activated LeakBot of approximately $49, and a lifetime value of each LeakBot of approximately $197. The lifetime gross profit per active device is therefore approximately $148. Once the advance payment has been amortised, the Group receives $5 per month, per active LeakBot as an annuity income. This pays for ongoing plumbing costs, with an outcome being approximately $30 gross profit per active device per annum when in the annuity stage. These unit economics provide insurers with an attractive return on investment, whilst generating strong margins for the Group. Customer satisfaction Although the primary reason for insurers to buy the service is the claims reduction that results from the installation of a LeakBot, the customer satisfaction levels achieved have been excellent with LeakBot achieving an overall net promotor score of 90. Customer satisfaction scores across different platforms have likewise been very high, averaging 4.93 out of 5. The Board believes this leads to better retention and renewal rates for the insurers, providing a further benefit to the Company's customers. Growing annuity income The cashflow profile for the Group's existing installed base of LeakBots is set to improve significantly in the coming months as advance payments are fully utilised and the associated active devices switch to monthly cash payments, notably in the USA. The current rate of monthly payments is around £0.1 million; by November 2026 this will naturally increase to approximately £0.3 million and by December 2027 to £0.5 million based on the already activated and contracted devices as the prepayments all wind-down, illustrating the value of the Group's already installed base of LeakBots.  As more cohorts of LeakBots are added to the installed base, the long-term monthly revenue and cash profile within the business is expected to improve further. Plumbing services The economics of the plumbing operation are driven by device density. Pennsylvania as a typical example illustrates this model. In January, February and March 2026, Pennsylvania had 7,000 active devices generating approximately $0.4m of annual recurring revenue at a gross margin of 43%, served by two local plumbers who completed repairs at a rate of 1.4 per day. The Group's five existing partners in the state represent approximately 567,000 insured homes; at 10% penetration this equates to approximately 56,700 active devices and approximately $3.4m of annual recurring revenue at maturity. At that scale, the Group expects the gross margin on plumbing services in the state to rise to between 63% and 75%, equivalent to between $2.1m and $2.6m of gross profit, served by five to eight plumbers delivering 2 to 3 repairs per day. The employed-plumber model has been effective in delivering consistent service quality for partners and homeowners, and outsourced arrangements may also have a role as the network expands towards nationwide coverage. The unit economics are already attractive today at 1.4 jobs per day, and will improve further as device density grows. [1] The financial projections, forecasts and estimates contained in this document (the " Forecasts ") have been prepared by the Directors in good faith and are based on a number of assumptions, estimates and judgements, many of which relate to matters outside the Company's control. Whilst the Directors believe that the Forecasts are reasonable at the time of preparation, they are inherently uncertain and subject to significant business, economic and competitive risks and uncertainties. Actual results may differ materially from those expressed or implied in the Forecasts. No reliance should be placed on the Forecasts, and no liability is accepted for any loss arising, directly or indirectly, from any use of or reliance on such information. The Forecasts do not constitute a guarantee of future performance and should not be regarded as a reliable indicator of future results.     3          Use of Proceeds It is intended that the net proceeds of the Fundraising will be used primarily for: ·      Working capital to finance growth in rollouts in line with USA and European agreements; ·      Payment of £0.49m of the HomeServe principal, repaid in two instalments on 30 September and 31 December 2026; ·      The expansion of the US plumbing network; ·      The expansion of US customer and marketing; and ·      The expansion of an administration and service support centre in the USA. The Group has a significant number of opportunities from existing contracts to expand into the partners' addressable households combined with a strong pipeline of opportunities in the USA, UK and Denmark. The successful execution of the existing contracts will drive device density, increasing the efficiency of existing and future plumbing operations with the pipeline of new prospective customers enabling rollout into new and existing states in a controlled way. The Fundraising will provide the Group with sufficient working capital to deliver on its near-term, visible opportunities and to build the pipeline for future growth beyond existing contracts.   4          THE CONVERTIBLE LOAN NOTE INSTRUMENT The Company has conditionally raised £2,000,000 by way of an issue of unsecured convertible loan notes (subject to and conditional upon the passing of the Resolutions 1, 3, 5 and 6) to the Cornerstone Investors (in aggregate). Under the prospectus rules, and following share issues over the last 12 months, the Company's ability to issue further ordinary shares without publishing a prospectus is constrained. The financing has therefore been structured by way of a convertible loan note as preparing and obtaining approval for a prospectus within the required timeframe is not considered practicable, particularly in light of the Company's need to secure funding in the short term. The Company has agreed with the Cornerstone Investors that as a condition to their subscription for the CLNs, the participation of the Cornerstone Investors in the Fundraising will be no lower than a minimum amount of £1,000,000 (in aggregate) but having the right to subscribe for an additional 25% of such amount that exceeds £2,000,000 on a proportional basis. The CLNs are redeemable at the principal amount together with Original Interest (as defined below) on: (a) the sixth anniversary of their issue (the " Redemption Date "); or (b) immediately in certain circumstances (including, but not limited to, on a material breach of the CLN Instrument by the Company or if an insolvency event occurs). Interest, if payable, shall accrue and compound daily and shall be calculated on the basis of the actual number of days elapsed from the date of issue of the Notes to the Redemption Date (or the Conversion Date, as applicable), using a daily compounding rate equivalent to the Interest Rate per annum, such daily rate being equal to  (1 + r)^(1/365) − 1  where  r  is the Interest Rate, so that the aggregate effect of daily compounding over a period of three hundred and sixty-five (365) days produces an annual return equal to exactly the Interest Rate and no more. Interest is payable only on redemption or conversion. If the Company fails to pay any amount when due, default interest shall accrue on such unpaid amount at a rate of 4% per annum above the interest rate.  The Company may notify the Noteholders of their proposal to redeem the CLNs (in whole or in part) at any time before the Redemption Date. The holders of CLNs will have the opportunity to agree to such redemption, following which they can then redeem or convert the principal amount of the CLNs (and in the event of partial redemption, such number of Notes subject to early redemption), together with the interest accrued or that would accrue up to and including the original Redemption Date (" Original Interest ").  Therefore, the Company shall be required to repay circa £4.06 million (being the full amount of the principal and Original Interest) on the redemption of the CLNs, or conversion into 126,746,301 Ordinary Shares at 3.2 pence, even if they are redeemed early. The Company must give holders of CLNs notice of a Takeover Bid, following which they may elect to convert their outstanding CLNs (together with Original Interest) into Ordinary Shares at a price per share equal to the lower of: (i) a 20% discount to the price per Ordinary Share payable in connection with the Takeover Bid; and (ii) £0.032 per share. If a Noteholder does not elect to convert, the outcome will be determined automatically as follows: ·              the Company will determine the value that the holder would receive if its CLNs were converted into Ordinary Shares immediately prior to completion of the Takeover Bid (taking into account the consideration payable under the Takeover Bid); and ·              the CLNs will then: o     automatically convert into Ordinary Shares (together with such interest) if the value receivable on conversion is greater than the amount that would be payable on redemption; or o     otherwise be redeemed in cash at an amount equal to the outstanding principal plus all interest accrued or that would accrue up to and including the original Redemption Date. A holder of CLNs may elect to convert some or all of the CLNs outstanding into Ordinary Shares in the following circumstances: (a)  within 5 business days of completion of the raising of capital by the Company through the issue of Ordinary Shares representing at least 5% of the Company's issued share capital immediately prior to such issue on a fully diluted basis, at a conversion price per Ordinary Share of the lower of: (i) an amount equal to a 20% discount to the price payable per Ordinary Share by participants in such fundraising; and (ii) £0.032; (b)  within 5 business days of completion of a share-for-share exchange, pursuant to which Ordinary Shares representing at least 5% of the issued share capital of the Company on a fully diluted basis are issued, at a conversion price per Ordinary Share of the lower of: (i) an amount equal to a 20% discount to the implied price payable per Ordinary Share derived from the valuation of the Ordinary Shares issued in such share-for-share exchange; and (ii) £0.032; (c)  at any time following the first anniversary of the grant of CLNs, at a conversion price of £0.032 per Ordinary Share. The CLN Instrument prohibits the conversion of such number of CLNs that would result in a holder of CLNs (together with any persons acting in concert with them) holding 29.99% or more of the Company's issued share capital, or otherwise triggering an obligation to make a mandatory offer under Rule 9 of the City Code (the " Takeover Threshold ") (save where the relevant holder of CLNs elects in writing and complies with the City Code). In such event, the Company shall: (a) effect the conversions on a pro rata basis amongst the relevant holders of CLNs so that no holder (together with any persons acting in concert with them) exceeds the Takeover Threshold; and (b) redeem the portion of CLNs held by the relevant holder that is not capable of being converted, at an amount equal to the higher of: (i) the value that would be received by such holder on conversion of such CLNs (taking into account the consideration payable under the Takeover Bid) and (ii) the principal amount of Notes not capable of being converted together with Original Interest. Conversions are also subject to applicable legal and regulatory requirements and certain restrictions apply if a conversion would require the publication of a prospectus.  The CLNs are only transferrable by a holder with the prior written consent of the Company (not to be unreasonably withheld or delayed), provided that no such consent is required for a transfer to an affiliate of the holder. The Company has agreed that, if within 3 years of the date of the CLN Instrument, the Company issues any securities convertible or exchangeable for shares in the Company on terms that are more favourable to the subscriber thereof than the CLNs solely in respect of the conversion price, the Company will amend the conversion price so that it is no less favourable than those applicable to the further securities issue (with customary carve-outs).   5          CREDIT FACILITY AGREEMENT In conjunction with the CLN Instrument, the Company has also entered into a credit facility agreement with a Cornerstone Investor, pursuant to which such Cornerstone Investor has agreed to make available to the Company a facility of up to £2,000,000 for a period from and including 1 April 2027 until (but excluding) 30 June 2028, which is one month prior to the redemption date of 31 July 2028. This facility is unsecured, does not attract any non-utilisation or arrangement fee, and can be drawn in whole or part (up to 5 times) on not less than 14 days' notice during the availability period. Amounts drawn will attract interest of 17.5%, payable monthly. Draw down of the credit facility is conditional upon, amongst other things, the Company issuing the CLNs to Cornerstone Investors and completion of the Fundraising.   6          PLACING AND RETAIL OFFER The Company intends to raise a minimum of £2.9 million through the placing of 96,710,000 New Ordinary Shares (on a post-Capital Reorganisation basis) at the Fundraising Price to existing and new institutional and other investors by way of an accelerated bookbuild conducted by Singer Capital Markets on behalf of the Company. The Placing consists of a firm placing of a minimum of £1.0 million. In addition there is a placing including a placing subject to clawback under the Retail Offer (the "Clawback Placing") for a minimum of £1.9 million. 9,671,000  of the Placing Shares will be subject to clawback to the extent that valid applications are received for Retail Offer Shares under the Retail Offer and accepted by the Company. The Placing will be proportionally reduced by clawback so that not more than 96,710,000 New Ordinary Shares are issued by the Company in the Placing and Retail Offer. The Retail Offer will provide qualifying existing retail shareholders an opportunity to participate in the Fundraing at the same price as the Placing. As a condition to their subscription for the CLNs, the Cornerstone Investors participation in the Placing will not be subject to clawback under the Retail Offer. The Company values its shareholder base and believes that it is appropriate to provide its eligible retail investors in the United Kingdom ("Retail Investors") 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 Fundraising Price. Conditional on, amongst other things, the Placing proceeding, and Admission, up to 9,671,000 Retail Offer Shares will be issued to eligible Retail Investors by way of the Retail Offer at the Fundraising Price.   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.   Assuming that the Placing and Retail Offer is subscribed for in full, the Placing Shares and Retail Offer Shares will represent approximately 35.3 per cent and 3.9 per cent of the Enlarged Share Capital immediately following Admission, respectively, and the New Ordinary Shares will represent approximately 39.2 per cent of the Enlarged Share Capital immediately following Admission. The New Ordinary Shares, when issued and fully paid, will rank pari passu in full with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission. Principal terms of the Placing Agreement The Placing Agreement is conditional on, inter alia, the passing of the Resolutions without material amendment at the General Meeting (and not any adjournment thereof where such adjournment is not due to any legal or technical requirement), and Admission becoming effective on or before 8.00 a.m. on Friday 10 July 2026 (or such later time and/or date as may be agreed by the Singer and the Company, being not later than 8.00 a.m. on 24 July 2026). Other conditions to the Placing Agreement include: • the Company not having breached its obligations under the Placing Agreement (to the extent that the same fall to be performed prior to Admission);  • the warranties contained in the Placing Agreement being true and accurate and not misleading at all times before and on Admission; and  • the release of the Retail Offer Results Announcement through a Regulatory Information Service by no later than 5.30 p.m. on the date of the end of the Retail Offer period. The Placing Agreement contains warranties and indemnities from the Company in favour of Singer in relation to, inter alia, the accuracy of the information in this document, certain financial information and other matters relating to the Group and its business. The Placing Agreement is not subject to any right of termination after Admission. Settlement and dealings Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around Friday 10 July 2026 on which date it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.   7          OTHER ARRANGEMENTS WITH A Cornerstone Investor The Company has entered into certain other arrangements with a Cornerstone Investor in connection with the Fundraising. For so long as such Cornerstone Investor holds CLNs with an aggregate principal amount outstanding of more than £500,000 and/or an amount of more than £500,000 remaining outstanding under the credit facility agreement, the Company will provide it with monthly unaudited consolidated management accounts. The Company is required to pay a non-refundable commitment fee of £950,000 in certain circumstances where the transaction with the Cornerstone Investors does not complete and the Company pursues or completes an alternative financing. The fee is not due if the transaction with the cornerstone investors does not complete as a consequence of the Resolutions not being passed.     8          HOMESERVE LOAN NOTE INSTRUMENT The Company has agreed various amendments to the HomeServe Loan Note Instrument with HomeServe, the sole holder of the HS Loan Notes. The Company and HomeServe agreed (amongst other things) to extend the redemption date of the principal amount of HS Loan outstanding to 31 May 2030 and to interest being payable on the principal amount of HS Loan outstanding from 31 March 2024, but at a reduced annual rate of 5% (previously at an interest rate of 12% which was then to rise to 15% from 1 June 2026 and then to 17% from 1 April 2027). The Company and HomeServe have also agreed that, in the event the Company successfully completes a capital fundraising after 1 August 2026, 20% of the net proceeds of such fundraising shall be applied and paid to HomeServe as a prepayment for outstanding HS Loan. The impact of these amendments is to reduce the accrued interest on the loan note instrument as at 31 May 2026 by approximately £1.1 million and to reduce future rolled up interest payable by the Company by £1.7 million. The compulsory payments of capital and rolled up interest are fully deferred until the final repayment date of 31 May 2030, removing any cash requirement by the Company to settle interest or capital, save that the Company has reconfirmed its previous commitment to pay approximately £490,000 to HomeServe in two instalments on 30 September 2026 and 31 December 2026, in connection with HomeServe's previous right to receive 40% of the gross proceeds of warrant exercises. All remaining warrants have now expired. Following these amendments, the cash service of interest and capital payments have reduced by £7.2 million to 31 December 2029 with final repayment estimated at £5.94 million due as one repayment on 31 May 2030. The security granted by the Company's subsidiary, Leakbot Limited, in favour of HomeServe, remains in place. HomeServe Loan Note Instrument changes are not conditional on the raise, however HomeServe have irrevocably undertaken to the Company to vote in favour of the Resolutions.   9          CAPITAL REORGANISATION As at the Latest Practicable Date, the Company has 149,814,760 ordinary shares of £0.05 each in issue. The Board is proposing to carry out a subdivision and reclassification of the Existing Shares so that each Existing Share will be subdivided and reclassified into one new ordinary share of £0.01 and one deferred share of £0.04 in the capital of the Company. The purpose of the Capital Reorganisation is to reduce the nominal value of the Company's ordinary shares in order to provide the Company with the flexibility to undertake the Placing and Retail Offer. The Capital Reorganisation is necessary to allow shares to be issued at the Fundraising Price. The Deferred Shares will have no right to vote or participate in the capital of the Company and the Company will not issue any certificates or credit CREST accounts in respect of them. The Deferred Shares will not be admitted to trading on any exchange. The rights of the Ordinary Shares and the Deferred Shares will be set out in the New Articles proposed to be adopted by the Company. The Capital Reorganisation requires the approval of Shareholders at the General Meeting and will take effect on the passing of the Capital Reorganisation Resolutions. Assuming that: (i) the Resolutions are approved by Shareholders at the General Meeting; (ii) the Capital Reorganisation occurs; (iii) the Fundraising completes; and (iv) no Ordinary Shares are issued between the Latest Practicable Date and the Capital Reorganisation and Admission becoming effective, the Company will have a maximum of 246,524,760 New Ordinary Shares and 246,524,760 Deferred Shares in issue. Shareholders are advised that the Capital Reorganisation contemplated in this document may have different implications for each Shareholder depending on the jurisdiction in which they reside and their other unique circumstances. Shareholders are accordingly advised to seek their own professional advice (including tax advice) in relation to matters contained in this document. Subject to the passing of the Capital Reorganisation Resolutions, application will be made for the N ew Ordinary Shares to be admitted to trading on the Main Market in place of the Existing Shares. It is expected that Admission will become effective and that dealings in the N ew Ordinary Shares (including the Fundraising Shares) will commence at 8.00 a.m. on Friday 10 July 2026 . Subject to the passing of the Capital Reorganisation Resolutions, shareholders who hold Existing Shares in uncertificated form will have their CREST accounts updated to reflect the new nominal value of the Ordinary Shares following Admission, which is expected to take place on 10 July 2026. Share certificates in respect of Existing Shares will remain valid.   10        THE NEW ARTICLES Due to the proposed Capital Reorganisation, the Company needs to adopt new articles of association to establish the Deferred Shares and set out the rights attaching thereto. The New Ordinary Shares will have the same rights as the Existing Shares including voting, dividend, return of capital and other rights. The Deferred Shares will have no dividend or voting rights and, upon a return of capital, the right only to receive the amount paid up thereon after the holders of the New Ordinary Shares in the capital of the Company have received the aggregate amount paid up thereon. The Deferred Shares will not be traded on the Main Market or any other market, and no share certificates will be issued in respect of the Deferred Shares, nor will the CREST accounts of holders of new Ordinary Shares be credited with any Deferred Shares. A copy of the New Articles will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays) at the Company's registered office address from the date of this document until close of the General Meeting. The proposed New Articles will also be available for inspection at the General Meeting at least 15 minutes prior to the start of the General Meeting and until close of the General Meeting. 11        GENERAL MEETING A notice convening a general meeting of the Company to be held at 9 am on Thursday 9 July 2026 at Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW will be set out in the Circular to be distributed to shareholders. A Form of Proxy to be used in connection with the General Meeting will be enclosed. The purpose of the General Meeting is to seek Shareholders' approval for the Resolutions, summarised as follows: (A)  Resolution 1 - Capital Reorganisation This is an ordinary resolution to subdivide and reclassify each existing ordinary share of £0.05 each in the capital of the Company into one ordinary share of £0.01 and one deferred share of £0.04 in the capital of the Company. This Resolution is conditional upon the passing of Resolution 6. (B)  Resolution 2 - Directors' authority to allot the Fundraising Shares This is an ordinary resolution to grant the Directors the authority to allot and issue shares and grant rights to subscribe for, or to convert securities into, shares in the Company for the purposes of section 551 of the Act in connection with the Placing and Retail Offer . This Resolution is conditional upon the passing of Resolutions 1 and 6. The authority under this resolution will expire on: (i) the date that the relevant right to subscribe for, or to convert securities into, shares in the Company expires (in respect of any rights exercised under this authority); or (ii) in the event that an expiration date is not specified, the earlier of the date falling 15 months from the date of the passing of this Resolution and the conclusion of the next annual general meeting of the Company. (C)  Resolution 3 - Directors' authority to issue the CLNs and the Ordinary Shares following conversion This is an ordinary resolution to grant the Directors the authority to allot and issue shares and grant rights to subscribe for, or to convert securities into, shares in the Company for the purposes of section 551 of the Act to be issued in connection with the CLN Instrument . This Resolution is conditional upon the passing of Resolutions 1 and 6. The authority under this resolution will expire on: (i) the date that the relevant right to subscribe for, or to convert securities into, shares in the Company expires (in respect of any rights exercised under this authority); or (ii) in the event that an expiration date is not specified, the earlier of the date falling 15 months from the date of the passing of this Resolution and the conclusion of the next annual general meeting of the Company. (D)  Resolution 4 - Disapplication of pre-emption rights in connection with Resolution 2 This Resolution proposes to dis-apply the statutory rights of pre-emption in respect of the allotment of equity securities for cash under section 561(1) of the Act pursuant to the authority conferred by Resolution 2 above. This is a special resolution authorising the Directors to issue equity securities as continuing authority for cash on a non-pre-emptive basis pursuant to the authority conferred by Resolution 2 above. This Resolution is conditional upon the passing of Resolutions 1, 2 and 6. (E)  Resolution 5 - Disapplication of pre-emption rights in connection with Resolution 3 This Resolution proposes to dis-apply the statutory rights of pre-emption in respect of the allotment of equity securities for cash under section 561(1) of the Act pursuant to the authority conferred by Resolution 3 above. This is a special resolution authorising the Directors to issue equity securities as continuing authority for cash on a non-pre-emptive basis pursuant to the authority conferred by Resolution 3 above. This Resolution is conditional upon the passing of Resolutions 1, 3 and 6. (F)  Resolution 6 - New Articles This is a special resolution to adopt new articles of association, which establish the Deferred Shares and set out the rights attaching thereto. This Resolution is conditional upon the passing of Resolution 1. The full text of the Resolutions is set out in the Notice of General Meeting.   12        ACTION TO BE TAKEN IN RESPECT OF THE GENERAL MEETING Whilst Shareholders are able to attend and vote at the General Meeting in person, you are strongly encouraged to vote by proxy in advance of the meeting. Enclosed with the Circular to be shared with Shareholders will be a Form of Proxy to be used in connection with the General Meeting. To appoint a proxy, you need to complete and return the Form of Proxy enclosed with this document to the Registrar as soon as possible and in any event so as to arrive no later than 8 am on Tuesday 7 July 2026, being 48 hours (excluding non-business days) before the time appointed for holding the General Meeting. The Directors encourage Shareholders wishing to vote on the Resolutions to complete the enclosed Form of Proxy and to appoint the Chairman as their proxy, even if they intend to attend the General Meeting in person. Shareholders holding their Ordinary Shares in uncertificated form (i.e. in CREST) may appoint a proxy by completing and transmitting a CREST Proxy instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (ID 7RA11) by no later than 8am on Tuesday 7 July 2026. Unless the Form of Proxy or CREST Proxy instruction is received by the date and time specified above, it will not be valid.   13        IMPORTANCE OF VOTE Your attention is drawn to the fact that the Fundraising is conditional and dependent upon, amongst other things, the Resolutions being passed at the General Meeting. If the Resolutions are not approved by Shareholders at the General Meeting, the Group will be unable to proceed with the Fundraising with the Cornerstone Investors, and as such, the full proceeds of the Fundraising would not become available to the Group. As previously announced by the Company, the Group requires short term funding and if the Fundraising with the Cornerstone Investors does not proceed, it is uncertain if alternative funding would be available in the required timeframe. Shareholders are therefore asked to vote in favour of each of the Resolutions at the General Meeting in order for the Fundraising to proceed.    14        directors' INTENTIONS AND recommendations The Board considers that the Proposals are in the best interests of the Shareholders taken as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions. The Directors have irrevocably undertaken to the Company to vote in favour of the Resolutions. The Board holds in aggregate represent 3.72 per cent. of the current issued share capital of the Company.  When aggregated with the irrevocable undertaking given by HomeServe, the Group has received irrevocable undertakings to vote in favour of the transaction of 12.8%.     IMPORTANT NOTICES   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING (THE "FIRM PLACING") OF NEW ORDINARY SHARES IN THE COMPANY (THE "FIRM PLACING SHARES") OR THE CONDITIONAL PLACING (THE "CLAWBACK PLACING", AND TOGETHER WITH THE FIRM PLACING, THE "PLACING") OF NEW ORDINARY SHARES IN THE COMPANY SUBJECT TO CLAWBACK IN RESPECT OF THE RETAIL SHARES ISSUED PURSUANT TO THE RETAIL OFFER (THE "CLAWBACK SHARES", AND TOGETHER WITH THE FIRM PLACING SHARES, THE "PLACING SHARES"). THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") AND 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 PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND WHO ARE QUALIFIED INVESTORS; OR (C) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE BOOKRUNNER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").   THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY.   THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 OF AMERICA (INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA ("UNITED STATES")), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.   THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("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, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE OR WILL BE MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.   The distribution of this Announcement and/or the Placing and/or the issue, offer or sale 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 Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions. 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.   This Announcement (including the Appendices) does not constitute an offer into the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.   Each prospective person who is invited to and who chooses to participate in the Placing (a "Placee") should consult with its own advisers as to legal, financial, regulatory, tax, business and related aspects of a subscription for the Placing Shares. The price of shares and any income expected from them may go down as well as up and Placees may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance.   By participating in the Placing, each Placee (including any individuals, funds or others) by whom or on whose behalf a commitment to acquire Placing Shares is given, will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions contained herein and to be providing the confirmations, agreements, representations, warranties, acknowledgements and undertakings contained in this Appendix.     This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.   Singer Capital Markets Securities Limited is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Bookbuilding Process and the Placing, and Singer Capital Markets will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuilding Process or the Placing or any other matters referred to in this Announcement. 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 Singer Capital Markets or by any of its Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.   No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.   The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.   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, Singer Capital Markets 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 EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Singer Capital Markets 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 EU Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.     Appendix 1   TERMS AND CONDITIONS OF THE PLACING   IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING (THE " FIRM PLACING ") OF NEW ORDINARY SHARES IN THE COMPANY (THE " FIRM PLACING SHARES ") OR THE CLAWBACK PLACING (THE " CLAWBACK PLACING ", AND TOGETHER WITH THE FIRM PLACING, THE " PLACING ") OF NEW ORDINARY SHARES IN THE COMPANY SUBJECT TO CLAWBACK IN RESPECT OF THE RETAIL SHARES ISSUED PURSUANT TO THE RETAIL OFFER (THE " CLAWBACK SHARES ", AND TOGETHER WITH THE FIRM PLACING SHARES, THE " PLACING SHARES "). THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS " ANNOUNCEMENT" ) ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN A MEMBER STATE (" RELEVANT MEMBER STATE ") OF THE EUROPEAN ECONOMIC AREA (" EEA "), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE " EU PROSPECTUS REGULATION" ) (" EEA QUALIFIED INVESTORS" ); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (" POATR ") AND 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 PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND WHO ARE QUALIFIED INVESTORS; OR (C) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE BOOKRUNNER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS ").   THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY.   THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 OF AMERICA (INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA (" UNITED STATES ")), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.   THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (" 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, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE OR WILL BE MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.   The distribution of this Announcement and/or the Placing and/or the issue, offer or sale 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 Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions. 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.   This Announcement (including the Appendices) does not constitute an offer into the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.   Each prospective Placee should consult with its own advisers as to legal, financial, regulatory, tax, business and related aspects of a subscription for the Placing Shares. The price of shares and any income expected from them may go down as well as up and Placees may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance.   By participating in the Placing, Placees (including any individuals, funds or others) by whom or on whose behalf a commitment to acquire Placing Shares is given, will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions contained herein and to be providing the confirmations, agreements, representations, warranties, acknowledgements and undertakings contained in this Appendix.   Details of the Placing Agreement, the Placing Shares and the Bookbuild Process   Singer Capital Markets Securities Limited is acting as sole Bookrunner in connection with the Placing and Admission.     Singer Capital Markets Securities Limited has today entered into the Placing Agreement with the Company under which, amongst other things, the Bookrunner has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure subscribers for Placing Shares, on the terms and subject to the conditions set out herein.   The Bookrunner will today commence the Bookbuild Process to determine demand for participation in the Placing by Placees immediately following the publication of this Announcement. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. Members of the public are not entitled to participate. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The Placing is not being underwritten by the Bookrunner or any other person.   The Firm Placing Shares are not subject to clawback and do not form part of the Clawback Placing. The Clawback Shares allocated pursuant to the Clawback Placing are subject to clawback to satisfy valid applications for Retail Shares under the Retail Offer which are accepted by the Company.   The Bookrunner shall be entitled to effect the Placing by such alternative method to the Bookbuild Process as they may, in their discretion following consultation with the Company, determine.   The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid up and will rank  pari passu  in all respects with, and be identical to, the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after the date of issue of the Placing Shares and will, on issue, be free of all claims, liens, charges and equities. The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities on the London Stock Exchange.   Participation in, and principal terms of, the Bookbuild Process and Placing   1          The Bookrunner is arranging the Placing as bookrunner and agent of the Company for the purpose of procuring Placees at the Fundraising Price for the Placing Shares. 2          Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner may (but is not obliged to) agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so. 3          The Fundraising Price will be not less than 3.00 pence per Placing Share and is payable to the Bookrunner (as agent for the Company) by all Placees whose bids are successful. 4          The number of Firm Placing Shares and Clawback Shares to be issued at the  Fundraising Price will be agreed by the Bookrunner in consultation with the Company following completion of the Bookbuild Process and will be recorded in terms of subscription entered into between the Bookrunner and the Company. The number of Placing Shares to be issued (including the number of Clawback Shares subject to clawback) will be announced by the Company on a Regulatory Information Service following the completion of the Bookbuild Process. 5          Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent. 6          To bid in the Bookbuild Process, Placees should communicate their bid by telephone or email to their usual sales contact at the Bookrunner. Each bid should state the aggregate number of Placing Shares which the prospective Placee wishes to subscribe for at the Fundraising Price. Bids may be scaled down by the Bookrunner on the basis described below. The Bookrunner is arranging the Placing as agent of the Company. 7          A bid in the Bookbuild Process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunner's consent, will not be capable of variation or revocation after the time at which it is submitted. 8          If successful, each Placee's allocation will be confirmed to it by the Bookrunner following the close of the Bookbuild Process. Oral or written confirmation (at the Bookrunner's discretion) from the Bookrunner to such Placee confirming its allocation will constitute an immediate legally binding commitment upon such Placee, in favour of the Bookrunner and the Company to acquire the number of Placing Shares allocated to it (and in the respective numbers of Firm Placing Shares and Clawback Shares (subject to clawback) so allocated) on the terms and conditions set out herein (which shall be deemed to be incorporated in such legally binding commitment). Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to it (or as the Bookrunner may direct) in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Fundraising Price and the number of Firm Placing Shares and, once apportioned after clawback (in accordance with the procedure described in the paragraph entitled "Placing procedure" below), the Clawback Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s). 9          The Bookbuild Process is expected to close later today but may close later subject to the agreement of the Bookrunner and the Company. The Bookrunner may, in agreement with the Company, accept bids, either in whole or in part, that are received after the Bookbuild Process has closed. 10         The Bookrunner is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for protections afforded to their respective customers nor for providing advice in relation to the matters described in this Announcement or any matter, transaction or arrangement referred to in it. 11         The Bookrunner may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and may scale down any bids for this purpose on such basis as they may determine or be directed. The Bookrunner may also, notwithstanding paragraphs   7   and   8   above, subject to the prior consent of the Company: (1)        allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (2)        allocate Placing Shares after the Bookbuild Process has closed to any person submitting a bid after that time. 12         The Company reserves the right (upon agreement with the Bookrunner) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion. 13         Allocations of the Firm Placing Shares and the Clawback Shares will be determined in accordance with the FCA Handbook Conduct of Business Sourcebook (COBS) and will be confirmed (either orally or in writing) by the Bookrunner and a form of confirmation will be despatched as soon as possible thereafter. The terms and conditions of this Appendix will be deemed incorporated therein. The Bookrunner's confirmation to such Placee will constitute an immediate, irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Bookrunner and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Fundraising Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. 14         Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the relevant time, on the basis explained below under "Registration and settlement". 15         All obligations of the Bookrunner under the Bookbuild Process and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". 16         By participating in the Bookbuild Process and the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee. 17         To the fullest extent permissible by law and applicable FCA rules and regulations, neither: (1)        the Bookrunner; (2)        the Company; (3)        any of their respective affiliates, agents, directors, officers or employees (" Representatives "); nor (4)        to the extent not contained within (a) or (b) or (c), any person connected with the Bookrunner  or the Company as defined in the FSMA ((c) and (d) being together " affiliates " and individually an " affiliate " of the Bookrunner or the Company (as the case may be)), shall have any responsibility or 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, none of the Bookrunner, the Company, nor any of their respective Representatives shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild Process and/or the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may determine. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner shall have no liability to the Placees for any failure by the Company to fulfil those obligations. 18         The Placing Shares will be allotted and 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 Bookrunner's conduct of the Placing. 19         The times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any such changes.   Conditions of the Placing   The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares are conditional on,  inter alia : ·              in the opinion of the Bookrunner (acting in good faith), the Warranties being true and accurate in all respects and not misleading on and as of the date of the Placing Agreement, the time of execution of the Term Sheet and immediately before Admission as if they had been repeated by reference to the facts and circumstances then existing; ·              the Company having complied with all of its obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission; ·              the Circular having been posted to Shareholders by no later than 6 p.m. on 23 June 2026 (or as soon as reasonably practicable thereafter) and in accordance with the UK Listing Rules; ·              the General Meeting having been duly convened and held and the Resolutions having been duly passed without amendment by the requisite majority; ·              there having been no Material Adverse Effect which the Bookrunner considers, acting in good faith, to be (singly or in the aggregate) material in the context of the Group taken as a whole, the Fundraising or Admission; ·              Admission occurring no later than 8 a.m. on 10 July 2026 (or such later time and/or date the Company and the Bookrunner may agree).   If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares is not fulfilled or, if permitted, waived by the Bookrunner in accordance with the Placing Agreement by the respective time or date where specified (or such later time or date as the Company and the Bookrunner may agree not being later than 24 July 2026 ( the " Final Date "), or (ii) the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and o...

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