Proposed Placing & Conversion of Debt into Equity

The Company announces it is carrying out a conditional placing to raise approximately £10 million, before expenses, by way of the issue of new ordinary shares in the capital of the Company (the "Placing") to certain existing shareholders and other investors at a price of 25 pence per share (the "Placing Price"). The Placing Price represents a discount of approximately 3.9 per cent. to the Closing Price of 26 pence per Ordinary Share on 5 December 2023, being the Latest Practicable Date prior to the publication of this Announcement.

The Company also confirms its intention to convert a deep discounted bond ("DDB") held by Friends Provident which operates on an execution only basis on the sole instruction of Hugh Osmond and certain secured loan agreements ("SLA") with Anella Limited (owned and controlled by Andy Bassadone) and TDR Capital Limited into new ordinary shares of the Company at the Placing Price.

Background

The Directors consider that, given the current market conditions, the Company's financial position and its ambitious roll out plans, it is necessary to increase the Company's capital and working capital position through the Placing and reduce its ongoing liabilities with the Conversion. Accordingly, the Company intends to use the proceeds of the Placing, as well as operational cash flow for the next 18 months, to deliver, amongst other things the roll out of up to 10 new Noci sites and up to 3 new Coppa Club sites, including Cardiff and Farnham. Further details of these plans are set out below.

The following sets out the background to, and the reasons for, the Placing and the Conversion and explains why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole.

About Noci

Noci is a concept led by Andy Bassadone from inception. Andy had a vision to re-define the Italian dining-sector and he has previously accomplished a similar objective with the French dining-sector through his roll out of Côte Brasserie. Andy is now looking to duplicate this success with Italian food. Tavolino was the first restaurant in the Group, that included a wide Italian Brasserie menu including many of the pasta dishes offered in the Noci restaurants. Tavolino is considered the inspiration behind Noci, and it continues to be a successful part of the Group.

The Islington restaurant, the first to bear the Noci brand and focused on pasta dishes, launched in March 2022. In 2023 Noci has expanded into Shoreditch and Battersea. The offering is specifically designed to address consumers' desire for high quality food and a great experience despite a cost-of-living crisis and the Directors believe Noci is ideally suited to take advantage of reduced competition in this market with an accessible price point, laid-back atmosphere, and a focus on quality, having already been featured in the Michelin guide.

In particular, the Directors believe that the Noci flexible format can work from both large and small sites; although the concept has been designed specifically to deliver profitability in c.3,000 square foot spaces which the Directors understand have become challenging for incumbent operators. Market research has led the Directors to believe there are over 100 suitable sites in the UK, while the immediate roll out will be largely focused on the Greater London boroughs.

Part of the funds from the Placing are intended to be applied to roll out up to 10 new Noci sites over the next 18 months.

Financial Position

A trading update was announced by the Company on 1 November 2023.

Cash at bank at 1 October 2023 was £1.9m (2022: £9.4m).

Market Opportunity

The Directors believe that the market opportunity exists to accelerate a roll out of both Noci and Coppa Club. For Noci, the Directors believe that having developed, tested and refined the offering in 4 sites (including Tavolino), the concept is ready to be scaled up. For Coppa Club the Directors still believe that changes in consumer behaviour, post-Covid, such as flexible/hybrid working, present an even bigger opportunity which the Board want to capitalise on.

In particular, the Board believes the following factors are particularly compelling when considering the opportunities available to the Company:

• Increased and improved site availability - with a significant number of sites now available to the Group on competitive rental terms; and in many cases with fit-outs already funded;
• Landlords keen to offer attractive rents, rent free periods and landlord contributions to encourage occupancy by financially stable operators;
• Recent changes to planning classification makes it easier to turn retail into restaurant spaces;
• Reduced competition - the cost-of-living crisis accelerated the decline of other restaurant groups, especially in the Italian mid-market sector which Noci focuses on; and
• Change in consumer behaviour towards more flexible working.

The Directors believe that the Group is well positioned for growth because it has two established brands (Coppa Club and Noci). Furthermore, in the Directors' experience, in challenging market conditions, focusing on the top-line, as opposed to maximisation of short term profits through cost cutting, is fundamental to future success. Accordingly the Directors believe that by continuing to put guests at the heart of everything the Company does, for example, by absorbing some of the recent costs rises, the Company will continue to win market share and customer loyalty.

The Conversion

Various Eateries Trading Limited, a wholly owned subsidiary of Various Eateries plc, currently has the following indebtedness outstanding:

• a Deep Discounted Bond issued to Friends Provident on 15 April 2023 with a nominal value of £10,801,509 and maturing on 15 April 2024 or such earlier date as Various Eateries Trading Limited and Friends Provident may agree; and
• a Secured Loan Agreement under which there is outstanding principal amount of £392,337 owed to Anella Limited, due to be repaid on 15 April 2024, and £215,351 owed to TDR Capital Limited, which is due to be repaid on 15 January 2024, or, in both cases, such earlier date as Various Eateries Trading Limited may agree with Anella Limited or TDR Capital Limited, as the case may be. Anella Limited is owned and controlled by Andy Bassadone.

The Deep Discounted Bond and the Secured Loan Agreement are each supported by a debenture issued by Various Eateries Trading Limited.

The Company intends that, conditional on, amongst other matters, completion of the Placing and shareholder approval, the indebtedness under both the Deep Discounted Bond and the Secured Loan Agreements will be converted into the Conversion Shares by the Company issuing the Conversion Shares at the Placing Price in satisfaction of Various Eateries Trading Limited's obligation to repay the indebtedness under the Deep Discounted Bond and the Secured Loan Agreement. The accrued interest on the indebtedness under Secured Loans Agreement is intended to be settled in cash from existing cash resources. On the Latest Practicable Date the amount of this accrued interest was £9,820.06.

Deep Discounted Bond Facility Agreement

VEL Property Holdings Limited, a subsidiary of the Company, intends to enter into a DDB Facility Agreement, with Xercise 2 Limited, a company owned and controlled by Hugh Osmond. Under the terms of the DDB Facility Agreement, VEL Property Holdings Limited would be able to draw down up to £3,018,769, at rate of 5% above Bank of England Base rate for a period of 15 months, for the purpose of redeeming the deep discounted bond issued by VEL Property Holdings Limited to Friends Provident (which operates on an execution only basis on the sole instruction of Hugh Osmond). The details of this deep discounted bond are set out in the Company's announcement of 18 July 2023. This deep discounted bond has a redemption date of 14 January 2024 and in the event that the Company cannot refinance this deep discounted bond, it is intended that the DDB Facility Agreement would provide comfort that it can be repaid.

Reasons for the Placing, the Conversion and Use of Proceeds

As set out above, the Company has ambitious roll out plans for the Company over the next 18 months with plans for up to 10 new Noci sites and up to 3 new Coppa Club sites, including Cardiff and Farnham. The Company already has a commitment to open the Cardiff and Farnham Coppa Club sites during calendar year 2024 and another site is to be identified and sourced, likely within the south of England. The Placing Proceeds will also be utilised for the costs of these transactions and for working capital purposes.

The Conversion is considered, by the Independent Directors, to be of strategic importance to the future of the Company because of the uncertainty with regards to the Company's ability to repay the associated debt. The indebtedness under the Deep Discounted Bond is a material sum for the Company, and it matures in April 2024. There is no certainty that the holder of the Deep Discounted Bond would extend the repayment terms; that the Group would have the relevant funds to be able to repay it at the time it matures or that the Group would be able to source a relevant debt refinancing or fundraising of the required amount, if necessary.

The capitalisation of the indebtedness under the Deep Discounted Bond and the Secured Loan Agreement gives the Directors certainty as to the Group's ability to repay this indebtedness and comfort that the indebtedness can be repaid without a material cash outflow.

If the Company is unable to implement the Placing and Conversion, the Board believes it may reduce the Company's ability to complete its planned capital expenditure and therefore may have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects.

Major Shareholder Support

Pursuant to the Placing and Conversion, Hugh Osmond, the Company's largest shareholder, has indicated that Friends Provident (which operates on an execution only basis on the sole instruction of Hugh Osmond) intends to participate in the Placing up to a maximum of £5.88 million. Hugh Osmond is currently interested in 41,616,859 Ordinary Shares which carry 46.76 per cent. of the Company's voting rights. Of this holding, 37,436,256 Ordinary Shares are held by Xercise2 Limited; 3,174,603 Ordinary Shares are held by The Great House at Sonning Limited; and 1,006,000 Ordinary Shares are held by Hugh Osmond's family members. In addition, holders of a further 416,257 ordinary shares (0.47 per cent. of the Company's current voting rights) are deemed to be in concert with Hugh Osmond. Accordingly, assuming such participation in, and following completion of, the Placing and Conversion, Hugh Osmond and members of his Concert Party would be interested (for the purpose of the Takeover Code) in New Ordinary Shares carrying more than 30 per cent. of the Company's voting share capital (from a shareholding of less than 50 per cent. of the Company's voting share capital) which would ordinarily result in Hugh Osmond having to make a mandatory offer under Rule 9 of the Takeover Code.

However, the Panel has indicated they will agree to waive the obligation on Hugh Osmond (or any person acting in concert with it) to make a mandatory cash offer under Rule 9 of the Takeover Code that would otherwise arise as a result of its participation in the Placing, subject to the approval of such waiver by independent shareholders on a poll ("Rule 9 Waiver Resolution").

In the event that the Rule 9 Waiver Resolution is approved, and on the assumption that the Placing and Conversion are completed, that Friends Provident subscribed for the maximum amount cited above, and that no person exercises any options or other rights to subscribe for Ordinary Shares or New Ordinary Shares, as at Admission, the maximum aggregate interest of Hugh Osmond (and any persons acting in concert with him) in shares which carry voting rights in the Company (for the purpose of the Takeover Code) would be 62.12 per cent.

Placing Details

• Placing of New Ordinary Shares to raise approximately £10 million (before expenses).
• Placing to be conducted via an accelerated bookbuild process launching today.
• The Placing is conditional upon the passing of the Resolutions at the General Meeting, including the approval of the Rule 9 Waiver Proposal by Independent Shareholders.
• The net proceeds raised from the issue of the Placing Shares will be used for the purposes set out in the paragraphs above.
• The Placing Shares, assuming full take-up and completion of the Placing, will represent approximately 23.1 per cent. of the Enlarged Share Capital, including the issue of Conversion Shares (as defined below).

The Placing

WH Ireland Limited is acting as sole bookrunner and broker in relation to the Placing (the "Broker") and a placing agreement has been entered into today between the Company and the Broker in connection with the Placing (the "Placing Agreement"). WH Ireland Limited is also acting as nominated adviser to the Company, and also Rule 3 adviser in respect of the Rule 9 Waiver.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement.

A further announcement confirming the closing of the Bookbuild and the number of Placing Shares proposed to be issued pursuant to the Placing is expected to be made in due course.

The Placing is not being underwritten and the issue of the Placing Shares is conditional, inter alia, upon:

• the passing, without amendment, of the Resolutions, including the Rule 9 Waiver Resolution at the General Meeting;
• the execution of the Conversion documents, and each of the Conversion documents not having been terminated in accordance with its terms prior to Admission;
• Admission becoming effective by no later than 8.00 a.m. on 27 December 2023 (or such other time and/or date, being no later than 8.00 a.m. on 31 January 2024, as the Placing Agent and the Company may agree);
• the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
• the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. The Placing Shares will represent approximately 23.1 per cent. of the Enlarged Share Capital.

Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on or around 27 December 2023.

The Broker has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement are not true and accurate when given or the Company fails to comply with any of its obligations prior to Admission. The Broker may also terminate the Placing Agreement if there has been a material adverse change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction which, in the opinion of a Broker, makes it impractical or inadvisable to proceed with the Placing or Admission. If this termination right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and the Broker.

A further announcement will be made following the closure of the Bookbuild, confirming the results of the Placing and a circular convening the General Meeting to consider the Resolutions is expected to be despatched shortly.

Options

The Directors believe that it is important for the success and growth of the Company to employ highly motivated personnel and that equity incentives are available to attract, retain and reward staff.

The Company had historically awarded options over 4,468,238 Ordinary Shares to its management team ("Original Options"). These options include options over 642,857 and 300,000 Ordinary Shares granted to Sharon Badelek and Tiffany Sword, respectively. Additionally, there are joint share ownership arrangements with Andy Bassadone for 1,428,571 Ordinary Shares and Matt Fanthorpe for 1,095,238 Ordinary Shares. Following completion of the Placing and Conversion, it is currently intended that subject to the passing of Resolutions at the General Meeting, 3,177,976 of the Original Options and all the joint share ownership arrangements are to be cancelled.

Following completion of the Placing and Conversion and subject to the passing of Resolutions at the General Meeting, the Company has indicated it intends to issue new options over 13,483,180 Ordinary Shares to certain directors and employees of the Company on the following terms:

• All options will vest in three tranches over three years, with each tranche being exercisable at a 10% uplift to the previous exercise price (the starting price being the higher of the placing price plus 10% or market value);
• The options are conditional on the recipient remaining an employee of VARE at the time of exercise; and
• Once vested, and subject to the employment condition, the options can be exercised at any time between 3 and 10 years from the date of grant.

Related Party Transactions

Pursuant to the completion of the proposed Placing and Conversion, each of the following would represent a related party transaction under Rule 13 of the AIM Rules (together the "Related Party Transactions"):

• the participation in the Placing and the Conversion of debt in to equity by Hugh Osmond and members of his Concert Party;
• the DDB Facility Agreement between VEL Property Holdings Limited, a subsidiary of the Company and Xercise2 Limited, a company owned and controlled by Hugh Osmond;
• the Conversion of debt in to equity by Andy Bassadone; and
• the new option grant

which on completion would require a fair and reasonable opinion in relation to the terms of each of the Related Party Transactions from the Independent Directors, having consulted the Company's nominated adviser, WH Ireland Limited before progressing.

APPENDIX I

Expected Timetable of Principal Events

2023

*conditional on the passing of the Resolutions at the General Meeting and the Placing Agreement otherwise having become unconditional and not having been terminated in accordance with its terms.

Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company, in which event details of the new times and dates will be notified to Placees by the Broker or by an announcement through a Regulatory Information Service, as the case may be.

APPENDIX II

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

APPENDIX III

Details of the Placing Agreement and the Placing Shares

The Broker and the Company have entered into a Placing Agreement, under which the Broker has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Broker or any other person.

The number of the Placing Shares will be determined following completion of the Placing. The timing of the closing of the Placing and the number and allocation of Placing Shares, are at the discretion of the Broker, following consultation with the Company. Allocations will be confirmed orally or by email by the Broker following the close of the Placing. A further announcement confirming these details will then be made as soon as practicable following completion of the Placing.

The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares and the Conversion Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for admission to trading on AIM of the New Ordinary Shares. Subject (amongst other things) to the passing of the Resolutions, it is expected that settlement of any such shares and Admission will become effective on or around 8.00 a.m. on or around 27 December 2023 and that dealings in the New Ordinary Shares will commence at that time.

Placing

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

The Broker and the Company shall be entitled to effect the Placing by such alternative method to the Placing as it may, in its sole discretion, determine.

The principal terms of the Placing are as follows:

• The Broker is arranging the Placing as agent for, and broker of, the Company.
• The bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price, which will be determined by the Broker, in consultation with the Company, following completion of the Placing. The results of the Placing, including the number of Placing Shares, will be announced on a Regulatory Information Service following completion of the Placing.
• To bid in the Placing, prospective Placees should communicate their bid by telephone to their usual contact at the Broker. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe. Bids may be scaled down by the Broker on the basis referred to in paragraph 8 below.
• The timing of the closing of the Placing will be at the discretion of the Broker. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
• Allocations of the Placing Shares will be determined by the Broker, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Broker following the close of the Placing and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Broker will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Broker and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Broker's consent, such commitment will not be capable of variation or revocation.
• Subject to paragraphs 4 and 5 above, the Broker may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Broker may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.
• A bid in the Placing will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Broker's consent, will not be capable of variation or revocation from the time at which it is submitted.
• To the fullest extent permissible by law and the applicable rules of the FCA, neither the Broker, nor any of its affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither the Broker, nor any of its respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Placing or of such alternative method of effecting the Placing as the Broker and the Company may determine.

Conditions of the Placing

The Broker's obligations under the Placing Agreement are conditional on, inter alia:

• the Resolutions having been duly passed at the General Meeting;
• the issue and allotment of the New Ordinary Shares, conditional only upon Admission;
• Admission becoming effective by no later than 8.00 a.m. on 27 December 2023 or such other date and time as may be agreed between the Company and the Broker, not being later than 8.00 a.m. on 31 January 2024 (the "Long Stop Date"); and
• the Placing Agreement not having been terminated by the Broker in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Broker by the respective time or date where specified (or such later time or date as the Broker may notify to the Company, being not later than the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Broker may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Right to terminate the Placing Agreement

The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

• if any of the warranties given in the Placing Agreement are not true and accurate or are misleading when given;
• the Company has failed to comply with its obligations under the Placing Agreement in the period prior to Admission;
• any matter or circumstance arises, or is likely to arise, as a result of which any of the conditions set out in the Placing Agreement will not be satisfied or (if possible to be waived) waived by the requisite time and/or date;
• there has been any material change in, or any development likely to involve a prospective material change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations or prospects of any Group Company;
• there has been, or is reasonably likely to occur, a material adverse change in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls which has a material adverse effect on the operation of any of the principal financial and investment markets in the United Kingdom or otherwise has a material adverse effect in respect of the Placing and Admission; or
• trading generally on any stock exchange or in any over the counter market in the United Kingdom is materially disrupted, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any United Kingdom exchange or by any United Kingdom governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, in the sole judgement of the Broker.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Broker of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Broker and that the Broker need not make any reference to Placees in this regard and that neither the Broker nor any of its respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

Registration and Settlement

Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Broker, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Broker in accordance with the standing CREST settlement instructions which they have in place with the Broker.

Settlement of transactions in the Placing Shares (ISIN: GB00BM9BZK23) following Admission will take place within CREST provided that, subject to certain exceptions, the Broker reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing LIBOR rate as determined by the Broker.

Each Placee is deemed to agree that, if it does not comply with these obligations, the 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 the Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Broker on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Broker such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Broker lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

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 or securities transfer tax. Neither the Broker nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

4. that these terms and conditions represent the whole and only agreement between it, the Broker and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Broker nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

• that neither it nor, as the case may be, its clients expect the Broker to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Broker is not acting for it or its clients, and that the Broker will not be responsible for providing the protections afforded to customers of the Broker or for providing advice in respect of the transactions described herein;
• that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Broker, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
• that neither the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
• that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Broker or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
• that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Broker;
• that, unless otherwise agreed by the Broker, it is a Qualified Investor;
• that, unless otherwise agreed by the Broker, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
• that it appoints irrevocably any director of the Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
• that time shall be of the essence as regards obligations pursuant to this Appendix;
• that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering and Terrorist Financing Regulations 2019 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (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 (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Broker such evidence, if any, as to the identity or location or legal status of any person which the Broker may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Broker on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Broker may decide in its absolute discretion;
• that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions 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, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Broker in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
• that the Broker may, in its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Broker will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Broker in the event that any of the Company and/or the Broker have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly.