# CyanConnode proposed placing and subscription to raise approximately £5 million

- Link: https://www.directorstalkinterviews.com/cyanconnode-proposed-placing-and-subscription-to-raise-approximately-5-million/4121171181
- Published: 2024-09-09T18:36:00+01:00
- Author: Amilia Stone

**[CyanConnode Holdings](https://www.directorstalkinterviews.com/company/cyanconnode-holdings-plc/cyan.l)
plc** ([LON:CYAN](https://www.directorstalkinterviews.com/company/cyanconnode-holdings-plc/cyan.l)),
a world leader in narrowband radio frequency mesh networks, has announced that it
is proposing to raise approximately £5 million, in aggregate, before expenses, by
way of a placing of new ordinary shares of 2p each in the Company to new and existing
institutional investors, and a subscription by a new strategic investor, Axia Investments
Limited and certain of the Company’s directors and other investors for new Ordinary
Shares.

The Placing will be effected by way of an accelerated bookbuild at a price of 9 
pence per Placing Share. The Placing is subject to the terms and conditions set 
out in the appendix to this announcement. The subscription price is the same as 
the Issue Price.

The Bookbuild will open with immediate effect following the release of this Announcement.
A further announcement confirming the closing of the Bookbuild and the aggregate
number of new Ordinary Shares to be issued pursuant to the Placing and the Subscription
is expected to be made in due course.

John Cronin and David Johns-Powell, being Directors of the Company, have indicated
their intention to participate in the Subscription for £275k in aggregate. Heather
Peacock, also a Director of the Company, has indicated her intention to participate
in the Placing (via a self-invested personal pension plan) for £20k.

**Highlights**

·    The Company intends to raise approximately £5 million, in aggregate, before
expenses, pursuant to the Fundraising;

·    Certain Directors intend to subscribe for up to 3,277,777 new Ordinary Shares
in both the Subscription and the Placing, raising up to £295k in aggregate;

·    Axia intends to subscribe for 33,333,333 new Ordinary Shares in the Subscription,
raising £3 million;

·    The Issue Price represents a premium of 17.6 per cent. to the closing price
on 7.7 pence September 2024, being the last trading date prior to this Announcement;

·    The net proceeds of the Fundraising will be used to provide ongoing working
capital for growth, to further strengthen the Company’s balance sheet and to fund
the setup of a hardware product design lab in India, which will enable a ramp up
of operations.

Your attention is drawn to the additional information set out below.

**Background to the Fundraising and Business Update**

The Company announced its full year results to 31 March 2024 on 25 July 2024, with
an increase of approximately 60% in revenue to £18.7 million in FY24 from £11.7 
million in the year ended 31 March 2023, the highest annual revenue for the Group
to date after four consecutive years of growth as a result of increased order book
and acceleration of deployments in India. Broker revenue expectation for the year
ended 31 March 2025 shows a further 74% growth to £34 million revenue generation
and EBITDA profitability.

In August 2024 the Company was approached by an adviser for Axia, a family office
private investment fund regarding a potential investment in the Company. Following
discussions between the Company and the adviser, Axia has now agreed to invest £
3 million in the Company pursuant to the Subscription. In addition, it has been 
agreed that they will have observer rights on the Board of the Company, which will
be formalised between the parties in due course.

**Use of Proceeds**

As the Company continues to go through a period of significant growth and, in order
to maintain momentum and enable further expansion, the net proceeds of the Fundraising
will be used to:

·    Provide ongoing working capital for growth;

·    Strengthen the Company’s balance sheet to enhance commercial engagement with
key stakeholders; and

·    Fund the setup of a hardware product design lab in India, to enable a ramp 
up of operations, in that market, including development of additions to the Omnimesh
product suite.

**The Placing**

In connection with the Placing, Panmure Liberum Limited and Zeus Capital Limited
are acting as joint bookrunners. Strand Hanson Limited is acting as nominated adviser
to the Company. The timing for the close of the Bookbuild and the allocation of 
the Placing Shares will be determined by the Joint Bookrunners and the Company.

The final number of Placing Shares to be issued pursuant to the Placing will be 
determined following closure of the Bookbuild.  The Placing Shares and the Subscription
Shares, when issued, will be fully paid and will rank _pari passu_ in all respects
with the existing Ordinary Shares. The Placing is not being underwritten.

The Placing has been arranged by the Joint Bookrunners in accordance with the terms
and conditions set out in the Appendix to this Announcement and the terms of conditions
of the Placing Agreement (as defined below), the principal terms of which are set
out in the Appendix to this Announcement. The Bookbuild is expected to close not
later than 5.00 p.m. (London (UK) time) on 9 September 2024, but may be closed at
such earlier or later time as the Joint Bookrunners, at their absolute discretion(
following consultation with the Company), determine.

Details of the result of the Placing will be announced as soon as practicable after
closure of the Bookbuild.  Attention is drawn to the detailed terms and conditions
of the Placing described in the appendix.  By choosing to participate in the Placing
and by making an oral and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this Announcement in its entirety
and to be making such offer on the terms and subject to the conditions in it, and
to be providing the representations, warranties and acknowledgements contained in
the appendix.

The Fundraising is being carried out under the Company’s existing share authorities
and is not conditional upon the approval of the Company’s shareholders.

**To bid in the Bookbuild, Placees should communicate their bid by telephone or 
in writing to their usual sales contact at the Joint Bookrunners.**

**The Subscription**

In addition to the investment by Axia, John Cronin and David Johns-Powell, being
Directors of the CyanConnode, and certain other investors have indicated their intention
to subscribe for new Ordinary Shares at the Issue Price pursuant to the terms and
conditions of subscription letters to be entered into between the relevant persons
and the Company on or about the date hereof.

The subscription funds are expected to be received by no later than 11 September
2024. Further details relating to the Subscription, including the total number of
new Ordinary Shares to be subscribed for and the aggregate gross proceeds of the
Subscription, will be announced as soon as practicable after closure of the Bookbuild.

**Admission, settlement and CREST**

Application will be made for the new Ordinary Shares to be issued pursuant to the
Fundraising to be admitted to trading on AIM.

Admission of the new Ordinary Shares is expected to take place on or before 8.00
a.m. on 12 September 2024 (or such later date as the Company, the Joint Bookrunners
and Strand Hanson may agree, but in any event not later than 8.00 a.m. on 18 October
2024).

The Placing is conditional upon, among other things, those matters set out in the
paragraph headed “Conditions of the Placing” in the appendix, and the Placing Agreement(
as defined below) not being terminated in accordance with its terms.

Neither the Subscription nor the Placing are being made available to the public 
and are only available to Relevant Persons (as defined below).

**Appendix**

**TERMS AND CONDITIONS OF THE PLACING**

**IMPORTANT INFORMATION FOR INVITED PLACEES ONLY IN RELATION TO THE PLACING**

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

NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES,
UNITED KINGDOM OR ELSEWHERE. ALL OFFERS OF THE NEW ORDINARY SHARES WILL BE MADE 
PURSUANT TO AN EXEMPTION UNDER THE UK VERSION OF REGULATION (EU) NO 2017/1129 OF
THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017, WHICH IS PART OF UK 
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED FROM TIME 
TO TIME,FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS. THIS ANNOUNCEMENT IS BEING
DISTRIBUTED TO PERSONS IN THE UNITED KINGDOM ONLY IN CIRCUMSTANCES IN WHICH SECTION
21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED DOES NOT APPLY.

NO PROSPECTUS WILL BE MADE AVAILABLE IN CONNECTION WITH THE MATTERS CONTAINED IN
THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS REQUIRED (IN ACCORDANCE WITH THE PROSPECTUS
REGULATION) TO BE PUBLISHED. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET 
OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO
ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, QUALIFIED INVESTORS(
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) NO 2017/1129 OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017; AND (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION)
WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF 
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED; (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR(
III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED;. THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS (I) IN THE EEA WHO ARE NOT QUALIFIED INVESTORS; OR (II) IN THE UNITED KINGDOM
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO 
WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE
ONLY TO (I) PERSONS IN THE EEA WHO ARE QUALIFIED INVESTORS AND (II) PERSONS IN THE
UNITED KINGDOM WHO ARE RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH QUALIFIED
INVESTORS IN THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY, AND IS THE SOLE RESPONSIBILITY OF, THE COMPANY.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR 
IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE
DIRECTORS OR THE COMPANY, OR BY ANY OF ITS OR THEIR RESPECTIVE PARTNERS, EMPLOYEES,
ADVISERS, AFFILIATES OR AGENTS 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
THEREFORE IS EXPRESSLY DISCLAIMED.

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR 
PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX,
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT 1933 OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR 
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED
OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.  THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES
IN “OFFSHORE TRANSACTIONS” WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION
S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
LAWS AND REGULATIONS OF AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
NEW ZEALAND AND THE PLACING SHARES MAY NOT BE OFFERED, SOLD, RESOLD, OR DELIVERED,
DIRECTLY OR INDIRECTLY, WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND, OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT
TO AN APPLICABLE EXEMPTION.

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

Solely for the purposes of the product governance requirements of Chapter 3 of the
FCA Handbook Product Intervention and Product Governance Sourcebook and/or any equivalent
requirements elsewhere to the extent determined to be applicable, 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 and/or
any equivalent requirements elsewhere to the extent determined to be applicable)
may otherwise have with respect thereto, the Placing Shares have been subject to
a product approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and investors who meet 
the criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels. Notwithstanding the
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 do not offer guaranteed income and/or capital protection; and an 
investment in the Placing Shares is compatible only with investors who do not need
a guaranteed income or capital protection, who (either alone or in conjunction with
an appropriate financial or other adviser) are capable of evaluating the merits 
and risks of such an investment and who have sufficient resources to be able to 
bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, the Brokers will only procure investors who meet the criteria
of professional clients and eligible counterparties (as defined in Chapter 3 of 
COBS).

For the avoidance of doubt, the Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of Chapters 9A 
and 10A (respectively) of COBS; 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.

Persons who are invited to and who choose to participate in the Placing by making
an oral or written offer to acquire Placing Shares, including any individuals, funds
or others 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 and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.

In particular each such Placee represents, warrants and acknowledges that:

(a)  if it is in the United Kingdom, it is a Relevant Person and if it is in the
EEA, it is a Qualified Investor, and in each case undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the purposes
of its business;

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

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

(d)  if it is a financial intermediary, as that term is used in Article 5(1) of 
the Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, any 
Placing Shares subscribed for or acquired by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be subscribed for or acquired
with a view to their offer or resale to, persons in circumstances which may give
rise to an offer of securities to the public other than an offer or resale to Qualified
Investors in a member state of the EEA which has implemented the EU Prospectus Regulation
or to Relevant Persons in the United Kingdom, or in circumstances in which the prior
consent of the Brokers has been given to each such proposed offer or resale.

**Details of the Placing Agreement, the Placing Shares, and the Bookbuild**

Zeus Capital Limited and Panmure Liberum Limited are acting as joint brokers and
bookrunners in connection with the Placing and Strand Hanson Limited is acting as
nominated adviser to the Company in connection with the Placing. The Brokers and
Strand Hanson have entered into a placing agreement with the Company under which,
on the terms and subject to the conditions set out in the Placing Agreement, each
of the Brokers, as agents for and on behalf of the Company, has conditionally and
severally agreed to use its respective reasonable endeavours to procure Placees 
for the Placing Shares. The Placing is not being underwritten by either of the Brokers
or any other person. Strand Hanson has conditionally agreed to make the applications
for Admission (as defined below).

The Brokers will today commence the bookbuilding process to determine demand for
participation in the Placing by potential Placees. This Appendix gives details of
the terms and conditions of, and the mechanics for participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Brokers shall be entitled to effect the Placing by such alternative method to
the Bookbuild as they may, in their absolute discretion, following consultation 
with the Company, determine.

The Placing Shares will, as from the date when they are issued, be fully paid up
and rank pari passu in all respects with the existing Ordinary Shares then in issue.

The Placing Agreement contains certain undertakings, warranties and indemnities 
given by the Company for the benefit of each of the Brokers and Strand Hanson.  
The Brokers and Strand Hanson have absolute discretion as to whether or not to bring
an action against the Company for breach of these undertakings, warranties and indemnities.

The Brokers and Strand Hanson have the right to terminate the Placing Agreement 
in certain circumstances, details of which are set out below.

**Application for admission to trading**

Application will be made to the London Stock Exchange for the Placing Shares and
the Subscription Shares to be admitted to trading on AIM (“**Admission**“).

It is expected that Admission will become effective and that dealings in the Placing
Shares and the Subscription Shares will commence at 8.00 a.m. on 12 September 2024(
the “**Admission Date**“) (or such later date as the Company, the Brokers and Strand
Hanson may agree, but in any event not later than 8.00 a.m. on 18 October 2024) (
the “**Long Stop Date**“).

**Participation in, and principal terms of, the Placing**

1.    The Brokers are acting severally as brokers and bookrunners to the Placing,
as agents for and on behalf of the Company for the purpose of procuring Placees 
at the Issue 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 Brokers.  The Brokers and their affiliates
are entitled to enter bids as principals in the Bookbuild.

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

4.    To bid in the Bookbuild, prospective Placees should communicate their bid 
by telephone or in writing to their usual sales contact at Zeus Capital Limited 
or Panmure Liberum Limited. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled
down by the Brokers on the basis referred to in paragraph 7 below. Each Broker reserves
the right not to accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at the Brokers’ absolute discretion, subject to 
agreement with the Company.

5.    The Bookbuild is expected to close no later than 5.00 p.m. (London time) on
9 September 2024, but may be closed earlier or later, at the discretion of the Brokers.
The Brokers may, in agreement with the Company, accept bids (either in whole or 
in part) that are received after the Bookbuild has closed.

6.    Each Placee’s allocation of Placing Shares will be confirmed to Placees orally
or in writing by the Brokers following the close of the Bookbuild, and a trade confirmation
or contract note will be dispatched as soon as possible thereafter. The terms of
this Appendix are deemed to be incorporated in the form of confirmation. Either 
Broker’s confirmation to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a Placee) in favour of
the Brokers and the Company, pursuant to which such Placee agrees to subscribe for
and acquire the number of Placing Shares allocated to it and to pay or procure payment
of the Issue Price in respect of such Placing Shares on the terms and conditions
set out in this Appendix and in accordance with the Company’s corporate documents.
Except with the consent of the Brokers, such commitment will not be capable of variation,
revocation, termination or rescission at either the time of such oral confirmation
or any time thereafter.

7.    Subject to paragraphs 3 and 4 above, after consultation with and subject to
agreement with the Company as to the allocation of the Placing Shares to Placees,
the Brokers will, in effecting the Placing, determine the identity of the Placees
and the basis of allocation of the Placing Shares.

8.    A bid in the Bookbuild will be made on the terms and subject to the conditions
in this Appendix and, after confirmation (oral or otherwise) by the Brokers, will
be legally binding on the Placee on behalf of which it is made and except with the
Brokers’ consent will not be capable of variation, revocation, termination or rescission
after the time at which it is submitted. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the Brokers, to pay or procure
payment to it (or as it may direct) in cleared funds an amount equal to the product
of the Issue Price and the number of Placing Shares that such Placee has agreed 
to acquire and the Company has agreed to allot and issue to that Placee.

9.    If a Placee subscribes for Placing Shares, such Placee understands and acknowledges
that:

(i)            its obligations and rights under the Placing in respect of such Placing
Shares are conditional on the Placing having become unconditional in accordance 
with the Placing Agreement; and

(ii)           it is anticipated that the Placing Shares will be allotted and issued
at or before 8.00 a.m. on the Admission Date and it is anticipated that Admission
will occur, and dealings in respect of the Placing Shares will commence, at 8.00
a.m. on the Admission Date.

10.  Except as required by law or regulation, no press release or other announcement
will be made by the Brokers 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.

11.  Irrespective of the time at which a Placee’s allocation pursuant to the Placing
is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing
will be required to be made at the same time, on the basis explained below under“
Registration and Settlement”.

12.  All obligations under the Bookbuild and Placing will be subject to fulfilment
or (where applicable and permissible by law) 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”.

13.  By participating in the Bookbuild, each Placee agrees that its rights and obligations
in respect of the Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the Placee after confirmation(
oral or otherwise) by the Brokers.

14.  To the fullest extent permissible by law neither of the Brokers nor the Company
nor any of their respective affiliates or persons acting on behalf of any of them
shall have any responsibility or liability to any Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, neither of the
Brokers nor the Company, nor any of their respective affiliates or persons acting
on behalf of any of them shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of the Brokers’ 
conduct of the Bookbuild or of such alternative method of effecting the Placing 
as the Broker and the Company may agree. Nothing in this paragraph excludes liability
of any person for fraud or fraudulent misrepresentation made by that person.

**Conditions of the Placing**

The Placing is conditional, amongst others, upon the Placing Agreement becoming 
unconditional and not having been terminated in accordance with its terms.

The Brokers’ and Strand Hanson’s obligations under the Placing Agreement in respect
of the Placing are conditional on certain conditions, including inter alia:

(a)  none of the warranties or undertakings provided in the Placing Agreement by
the Company being or having become untrue, inaccurate or misleading at any time 
before Admission and no fact or circumstance having arisen which would constitute
a breach of any such warranties;

(b)  the Company having complied with certain specified obligations under the Placing
Agreement (to the extent such obligations fall to be performed prior to Admission)
including the Company allotting, conditional on Admission occurring, the Placing
Shares subject to the Company’s articles of association;

(c)   the subscription agreements governing the terms of the Subscription not having
been terminated or amended prior to Admission, having become unconditional in all
respects save for any conditions relating to the Placing Agreement or Admission 
and the aggregate subscription monies in respect of the Subscription Shares from
each of the Subscribers having been received by the Company in clear funds prior
to Admission;

(d)  the delivery by the Company to the Brokers and Strand Hanson of certain documentary
conditions precedent; and

(e)  Admission occurring at 8:00 a.m. (London time) on 12 September 2024 (or such
later time and/or date, not being later than 8:00 a.m. (London time) on 18 October
2024 as the Company, the Brokers and Strand Hanson may otherwise agree).

If: (i) any of the conditions contained in the Placing Agreement, including those
described above, are not fulfilled or (where applicable and permissible by law) 
waived or extended in writing by each of the Brokers and Strand Hanson by the relevant
times or dates specified (or such later times or dates as the Company and the Brokers
may agree); or (ii) prior to Admission the Placing Agreement is terminated in accordance
with its terms including, inter alia, in the circumstances specified below, the 
Placing will lapse and the Placees’ rights and obligations hereunder in relation
to the relevant Placing Shares shall cease and terminate at such time and each Placee
agrees that no claim can be made by it in respect thereof.

The Brokers and Strand Hanson may, in their discretion, extend the time for satisfaction
of, or, where applicable and permissible by law, waive compliance by the Company
with, the whole or any part of certain of the Company’s obligations in relation 
to the conditions in the Placing Agreement. Any such extension or waiver will not
affect Placees’ commitments as set out in this Announcement.

The Brokers shall have no liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any decision they may make
as to whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make as to the satisfaction
of any condition or in respect of the Placing generally and by participating in 
the Placing each Placee agrees that any such decision is within the absolute discretion
of the Brokers.

During the period of 40 days after the later of the commencement of the Placing 
and the closing of the Placing, the Placing Shares may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons (
other than Placing Shares sold pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act) and an offer
or sale of the Placing Shares within the United States during this period by any
dealer (whether or not participating in the Placing) may violate the registration
requirements of the Securities Act, if such offer or sale is made otherwise than
pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Terms used in this paragraph have the respective
meanings given to them by Regulation S under the Securities Act.

**Right to terminate under the Placing Agreement**

The Brokers and Strand Hanson may, after having to the extent practicable in the
circumstances consulted with the Company, terminate the Placing and the Placing 
Agreement at any time prior to Admission, in accordance with the terms of the Placing
Agreement in certain limited circumstances including, inter alia, if:

(a)  any statement contained in the Placing documents has, in the opinion of the
Brokers and Strand Hanson (acting reasonably), been discovered to be materially 
untrue, incorrect or misleading; or

(b)  there has, in the opinion of the Brokers and Strand Hanson (acting reasonably),
been a material breach of any of the warranties or any other obligations on the 
part of the Company under the Placing Agreement which is material in the context
of the Placing.

The Brokers and Strand Hanson may also, after having to the extent practicable in
the circumstances consulted with the Company, terminate the Placing and the Placing
Agreement at any time prior to Admission, in accordance with the terms of the Placing
Agreement if, at any time prior to Admission inter alia, there happens, develops
or comes into effect:

(a)  any occurrence of any kind which (by itself or together with any other such
occurrence) in the reasonable opinion of the Brokers and Strand Hanson is likely
to materially and adversely affect the market’s position or prospects of the CyanConnode
group taken as a whole; or

(b)  any other crisis of international or national effect or any change in any currency
exchange rates or controls or in any financial, political, economic or market conditions
or in market sentiment which, in any such case, in the reasonable opinion of the
Brokers and Strand Hanson is materially adverse to the Placing.

By participating in the Placing, Placees agree that the exercise by the Brokers 
and/or Strand Hanson of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Brokers and Strand Hanson(
acting in accordance with the terms of the Placing Agreement) and that the Brokers
need not make any reference to, or consult with, Placees and that neither the Brokers
nor Strand Hanson shall have any liability to Placees whatsoever in connection with
any such exercise.

**No Prospectus**

No offering document or prospectus has been or will be submitted to be approved 
by the FCA or any other regulatory authority or will be submitted to the London 
Stock Exchange in relation to the Placing.

Placees’ commitments will be made solely on the basis of the information contained
in this Announcement (including this Appendix) released by the Company today and
subject to the further terms set forth in any contract note to be provided to individual
Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement (including this Appendix) and all other publicly available 
information previously published by the Company by notification to a Regulatory 
Information Service is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information, representation,
warranty or statement made by or on behalf of the Company or the Brokers or Strand
Hanson or any other person and neither the Company nor the Brokers nor Strand Hanson
nor any other person will be liable for any Placee’s decision to participate in 
the Placing based on any other information, representation, warranty or statement
which the Placees may have obtained or received. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or other 
position of the CyanConnode group in accepting a participation in the Placing. Nothing
in this paragraph shall exclude the liability of any person for fraud or fraudulent
misrepresentation by that person.

**Registration and Settlement**

Settlement of the Placing Shares (ISIN: GB00BF93WP34) following Admission will take
place within the system administered by Euroclear UK & International Limited (“**
CREST**“). Subject to certain exceptions, the Brokers and the Company reserve the
right to require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they deem necessary if delivery or 
settlement is not possible or practicable within the CREST system within the timetable
set out in this Announcement or would not be consistent with the regulatory requirements
in the Placee’s jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation
in accordance with the standing arrangements in place with its respective Broker,
stating the number of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to its respective Broker and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery 
and payment is completed in accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place with its respective
Broker.

It is expected that settlement for the Placing Shares will be on 12 September 2024
in accordance with the instructions set out in the trade confirmation.

Each Placee is deemed to agree that, if it does not comply with these obligations,
its respective Broker may sell any or all of the Placing Shares allocated to that
Placee on such Placee’s behalf and retain from the proceeds, for that Placee’s respective
Broker’s account and benefit, an amount equal to the aggregate amount owed by the
Placee. The relevant Placee will, however, remain liable for any shortfall below
the aggregate amount owed by it and may be required to bear any stamp duty or stamp
duty reserve tax (together with any penalties) or other similar taxes imposed in
any jurisdiction which may arise upon the sale of such Placing Shares on such Placee’s
behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees
should ensure that the trade confirmation is copied and delivered immediately to
the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee’s name or that of its nominee
or in the name of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp duty reserve 
tax. If there are any circumstances in which any stamp duty or stamp duty reserve
tax or other similar taxes or duties (including any interests and penalties relating
thereto) is payable in respect of the allocation, allotment, issue, sale, transfer
or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp 
duty or stamp duty reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither the Brokers nor the Company
shall be responsible for the payment thereof.

**Representations, Warranties and Further Terms**

By participating in the Placing each Placee (and any person acting on such Placee’s
behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and
agrees (as the case may be) with each of the Brokers, Strand Hanson and CyanConnode(
the Company), in each case as a fundamental term of its applications for Placing
Shares, the following:

1.    that it has read and understood the Announcement, including this Appendix,
in its entirety and that its acquisition of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained herein and undertakes not to redistribute
or duplicate this Announcement (including this Appendix);

2.    that no offering document or prospectus has been or will be prepared in connection
with the Placing and represents and warrants that it has not received and will not
receive a prospectus or other offering document in connection with the Placing or
the Placing Shares or Admission or otherwise;

3.    that the Placing does not constitute a recommendation or financial product
advice and that the Brokers and Strand Hanson have had no regard to its particular
objectives, financial situation or needs;

4.    that none of the Brokers, Strand Hanson, the Company, nor any of their respective
affiliates, agents, directors, officers or employees has provided, nor will provide,
it with any material regarding the Placing Shares, or the Company other than this
Announcement; nor has it requested any of the Brokers, Strand Hanson, the Company,
any of their respective affiliates or any person acting on behalf of any of them
to provide it with any such information;

5.    that the existing Ordinary Shares are quoted on AIM and that the Company is
therefore required to publish certain business and financial information in accordance
with the rules and practices under the AIM Rules, which includes a description of
the Company’s business and the Company’s financial information, including balance
sheets and income statements, and that it is able to obtain or access such information,
or comparable information concerning other publicly traded companies, in each case
without undue difficulty;

6.    that the content of this Announcement is exclusively the responsibility of
the Company and that neither the Brokers nor Strand Hanson, nor their affiliates
or any person acting on behalf of them, has or shall have any liability for any 
information, representation or statement contained in, or omission from, this Announcement
or any information previously published by or on behalf of the Company, pursuant
to applicable laws, and will not be liable for any Placee’s decision to participate
in the Placing based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents, warrants and agrees
with each of Brokers, Strand Hanson and the Company that the only information on
which it is entitled to rely and on which such Placee has relied in committing itself
to acquire Placing Shares is contained in this Announcement and any information 
previously published by the Company by notification to a Regulatory Information 
Service, such information being all that such Placee deems necessary or appropriate
and sufficient to make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information given, or representations,
warranties or statements made, by the Brokers, Strand Hanson, or the Company nor
any of their respective affiliates, agents, directors, officers or employees and
that none of the Brokers, Strand Hanson or the Company or any such affiliate, agent,
director, officer or employee will be liable for any Placee’s decision to accept
an invitation to participate in the Placing based on any other information, representation,
warranty or statement, provided that nothing in this paragraph excludes the liability
of any person for fraud or fraudulent misrepresentation made by that person;

7.    that it may not rely, and has not relied, on any investigation that the Brokers
or Strand Hanson, or any of their affiliates or any person acting on their behalf,
may have conducted with respect to the Placing Shares or the Company, and none of
such persons has made any representation, express or implied, with respect to the
Company, the Placing Shares, or the accuracy, completeness or adequacy of the information
in this Announcement or any other publicly available information;

8.    that it has conducted its own investigation of the Company and made its own
assessment of the Placing Shares and has received all information it believes necessary
or appropriate in connection with its investment in the Placing Shares;

9.    that it has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to its 
investment in the Placing Shares;

10.  that none of the Brokers or Strand Hanson, or their representative affiliates
nor any person acting on behalf of any of them has or shall have any liability for
any information made publicly available by or in relation to the Company or any 
representation, warranty or statement relating to the Company or the CyanConnode
group contained therein or otherwise, provided that nothing in this paragraph excludes
the liability of any person for fraud or fraudulent misrepresentation made by that
person;

11.  that: (i) it is and, at the time the Placing Shares are subscribed for, will
be outside the United States and subscribing for the Placing Shares in an “offshore
transaction” in accordance with Rule 903 or Rule 904 of Regulation S; (ii) if acquiring
the Placing Shares for the account of one or more other persons, it has full power
and authority to make the representations, warranties, agreements, undertakings 
and acknowledgements herein on behalf of each such person; (iii) it is not acquiring
the Placing Shares as a result of any “directed selling efforts” as defined in Regulation
S or as a result of any “general solicitation” or “general advertising” within the
meaning of Rule 502(c) of Regulation D of the Securities Act; and (iv) it will not
publish, distribute or transmit this Announcement or any other document or information
related to the Placing, by any means or media, directly or indirectly, in whole 
or in part, in or into or from the United States;

12.  that it understands that the Placing Shares have not been, nor will be, registered
under the Securities Act and the Placing Shares may not be offered, sold, resold
or transferred, directly or indirectly, in or into or from the United States, except
in accordance with Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act;

13.  that in making any decision to acquire Placing Shares it: (i) has such knowledge
and experience in financial and business matters to be capable of evaluating the
merits and risks of subscribing for or purchasing the Placing Shares; (ii) will 
not look to the Brokers nor Strand Hanson for all or part of any loss it may suffer
as a result of any such subscription or purchase; (iii) is experienced in investing
in securities of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of an investment in the Placing 
Shares; (iv) is able to sustain a complete loss of an investment in the Placing 
Shares; and (v) has no need for liquidity with respect to its investment in the 
Placing Shares;

14.  unless otherwise specifically agreed with the Brokers, that it is not and at
the time the Placing Shares are subscribed for or acquired, neither it nor the beneficial
owner of the Placing Shares will be, a resident of Australia, Canada, Japan, South
Africa or New Zealand and further acknowledges that the Placing Shares have not 
been and will not be registered under the securities legislation of Australia, Canada,
Japan, South Africa or New Zealand and, subject to certain exceptions, the Placing
Shares may not be offered, sold, transferred, delivered or distributed, directly
or indirectly, in or into any of those jurisdictions;

15.  represents and warrants that the issue to it, or the person specified by it
for registration as holder, of Placing Shares, will not give rise to a liability
under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services);

16.  represents and warrants that it has complied with its obligations: (i) under
the Criminal Justice Act 1993 and UK MAR;  (ii) under EU MAR; (iii) in connection
with the laws of all relevant jurisdictions which apply to it and it has complied,
and will fully comply, with all such laws (including where applicable, the Anti-
Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended)
and the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017) and that it is not a person: (a) with whom transactions
are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the Office of Foreign
Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the European
Union or a regulation adopted by the United Nations ((i), (ii), (iii), (a) and (
b), together, the “**Regulations**“) and rules and guidance on anti-money laundering
produced by the FCA and, if it is making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the identity
of the third party as required by the Regulations; and it is permitted to subscribe
for Placing Shares in accordance with the laws of all relevant jurisdictions which
apply to it and it has have complied, and will fully comply, with all such laws (
including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017);

17.  that it is acting as principal only in respect of the Placing or, if it is 
acting for any other person it is duly authorised to do so and has full power to
make the acknowledgments, warranties, representations, undertakings, and agreements
herein on behalf of each such person;

18.  if a financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation and Article 5(1) of the UK Prospectus Regulation, that the Placing Shares
subscribed for or acquired by it in the Placing will not be subscribed for or acquired
on a non-discretionary basis on behalf of, nor will they be acquired with a view
to their offer or resale to, persons in a Member State of the EEA other than Qualified
Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances
in which the prior consent of the Brokers has been given to the offer or resale;

19.  that it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which have
not resulted and which will not result in an offer to the public in the United Kingdom
within the meaning of section 85(1) of the FSMA;

20.  that it has not offered or sold and will not, prior to Admission, offer or 
sell any Placing Shares to persons in the EEA except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public (within
the meaning of the Prospectus Regulation) in any member state of the EEA;

21.  that it has only communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to the Placing 
Shares in circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person;

22.  that it has complied and will comply with all applicable provisions of the 
FSMA with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;

23.  that, if in a member state of the EEA, unless otherwise specifically agreed
with its respective Broker in writing, it is a “Qualified Investor”;

24.  that, if in the United Kingdom, it is a Relevant Person;

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

26.  that it and any person acting on its behalf is entitled to acquire the Placing
Shares under the laws of all relevant jurisdictions and that it has fully observed
such laws and obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the Placing and to perform
its obligations in relation thereto (including, without limitation, in the case 
of any person on whose behalf it is acting, all necessary consents and authorities
to agree to the terms set out or referred to in this Appendix) and will honour such
obligations and that, to the best of its knowledge and belief it has not taken any
action or omitted to take any action which will or may result in the Brokers, the
Company or any of their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any jurisdiction in 
connection with the Placing;

27.  that it (and any person acting on its behalf) will make or procure payment 
in respect of the Placing Shares allocated to it in accordance with this Appendix
on the due time and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as the Brokers may in their joint discretion
determine (in agreement with the Company) and without liability to such Placee, 
who will remain liable for any amount by which the net proceeds of such sale fall
short of the product of the relevant Issue Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp duty reserve tax
or other similar taxes (together with any penalties) which may arise upon such placing
or sale of such Placee’s Placing Shares;

28.  that neither Broker, nor any of their affiliates, agents, directors, officers
or employees are making any recommendations to it or advising it regarding the suitability
of any transactions it may enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and will not be a client
of the Brokers in connection with its participation in the Placing and that the 
Brokers have no duty nor responsibility to it for providing the protections afforded
to its clients or customers or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any of their respective
rights and obligations thereunder including any rights to waive or vary any conditions
or exercise any termination right;

29.  that the person whom it specifies for registration as holder of the Placing
Shares will be: (i) itself; or (ii) its nominee, as the case may be. Neither the
Brokers nor the Company will be responsible for any liability to stamp duty or stamp
duty reserve tax or other similar taxes resulting from a failure to observe this
requirement;

30.  that these terms and conditions and any agreements entered into by it pursuant
to the terms and conditions set out in this Appendix, and all non-contractual or
other obligations arising out of or in connection with them, shall be governed by
and construed in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim, dispute or matter
arising out of any such contract (including an dispute regarding the existence, 
validity or termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make or procure payment for the Placing
Shares may be taken by the Company and/or the Brokers in any jurisdiction in which
the relevant Placee is incorporated or in which any of its securities have a quotation
on a recognised stock exchange;

31.  except as set out in paragraph 32 below, represents and warrants that it has
neither received nor relied on any ‘inside information’ (for the purposes of UK 
MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior
to or in connection with accepting the invitation to participate in the Placing 
and is not purchasing Placing Shares on the basis of material non-public information;

32.  if it has received any ‘inside information’ (for the purposes of UK MAR and
section 56 of the Criminal Justice Act 1993) in relation to the Company and its 
securities, confirms that it has received such information within the market soundings
regime provided for in article 11 of UK MAR and associated delegated regulations
and it has not: (i) dealt (or attempted to deal) in the securities of the Company;(
ii) encouraged, recommended or induced another person to deal in the securities 
of the Company; or (iii) unlawfully disclosed inside information to any person, 
prior to the information being made publicly available;

33.  that its purchase of Placing Shares is in full compliance with applicable laws
and regulations;

34.  that the Company, the Brokers, Strand Hanson and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements, agreements, and undertakings which are given to the
Brokers on its own behalf and Strand Hanson on its own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises the Company, the Brokers
and Strand Hanson to produce this Announcement, pursuant to, in connection with,
or as may be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;

35.  that neither the Company nor the Brokers nor Strand Hanson owes any fiduciary
or other duties to any Placee in respect of any acknowledgments, confirmations, 
undertakings, representations, warranties or indemnities in the Placing Agreement;

36.  that its commitment to take up Placing Shares on the terms set out in this 
Announcement (including this Appendix) will continue notwithstanding any amendment
that may now or in the future be made to the terms and conditions of the Placing
and that Placees will have no right to be consulted or require that their consent
be obtained with respect to the Company or the Brokers’ conduct of the Placing;

37.  that time shall be of the essence as regards to its obligations pursuant to
this Appendix; and

38.  that, to the fullest extent permissible by law, it acknowledges and agrees 
to the disclaimers contained in the Announcement, including this Appendix.

The foregoing representations, warranties, agreements, undertakings, acknowledgements
and confirmations are given for the benefit of the Company as well as each of the
Brokers and Strand Hanson and are irrevocable.

The agreement to allot and issue Placing Shares to Placees (and/or to persons for
whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve
tax relates only to their allotment and issue to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing Shares in question.
Such agreement also assumes that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve
tax or other similar taxes may be payable, for which neither the Company nor the
Brokers will be responsible and the Placees shall indemnify the Company and the 
Brokers on an after-tax basis for any stamp duty or stamp duty reserve tax paid 
by them in respect of any such arrangements or dealings. If this is the case, each
Placee should seek its own advice and notify the Brokers accordingly. Placees are
advised to consult with their own advisers regarding the tax aspects of their subscription
for Placing Shares.

Neither the Company nor the Brokers are liable to bear any transfer taxes that arise
on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer
taxes arising otherwise than under the laws of the United Kingdom. Each Placee should,
therefore, take its own advice as to whether any such transfer tax liability arises
and notify its respective Broker accordingly. Furthermore, each Placee agrees to
indemnify on an after-tax basis and hold the Brokers and the Company and their respective
affiliates harmless from any and all interest, fines or penalties in relation to
stamp duty, stamp duty reserve tax and all other similar duties or taxes to the 
extent that such interest, fines or penalties arise from the default or delay of
that Placee or its agent.

In addition, Placees should note that they will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto) payable
outside the UK by them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees
that the Brokers and any of their affiliates may, at their absolute discretion, 
agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Brokers,
any money held in an account with either of the Brokers on behalf of the Placee 
and/or any person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made under the FSMA. 
The Placee acknowledges that the money will not be subject to the protections conferred
by the client money rules; as a consequence, this money will not be segregated from
the Brokers’ money in accordance with the client money rules and will be used by
Brokers in the course of their own businesses and the Placee will rank only as a
general creditor of the Brokers.

All times and dates in this Announcement may be subject to amendment. The Brokers
shall notify the Placees and any person acting on behalf of the Placees of any changes.

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