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UK Retail Offer

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The Board of Gelion plc (the "Company") is pleased to announce a retail offer via Bookbuild (the "UK Retail Offer") of new ordinary shares ("Ordinary Shares") of 0.1p each in the capital of the Company (the "UK Retail Offer Shares") at an issue price of 24 pence per new Ordinary Share (the "Issue Price").

In addition to the UK Retail Offer and as announced earlier today, the Company has conditionally raised c.£4.0 million at the Issue Price through a placing and subscription (the "Placing", the "Subscription", and together with the UK Retail Offer and the Australian Retail Offer, the "Fundraising"). A separate announcement has been made regarding the Placing and Subscription and their respective terms, as well as the Australian Retail Offer, and sets out the reasons for the Fundraising and use of proceeds.

The Issue Price represents a discount of approximately 3 per cent to the closing share price of 24.75p per existing Ordinary Share on 8 November 2023.

The UK Retail Offer is conditional on the passing of the resolutions at the General Meeting of the Company to be held at 10.00 a.m. on 27 November 2023 at the offices of Cavendish at 1 Bartholomew Close, London EC1A 7BL, and the UK Retail Offer Shares being admitted to trading on the AIM market ("AIM") operated by the London Stock Exchange ("Admission"). Admission of the UK Retail Offer Shares is expected to take place at 8.00 a.m. on 29 November 2023. Completion of the UK Retail Offer is conditional, inter alia, upon the completion of the Placing.

For the avoidance of doubt, the UK Retail Offer is not part of the Placing, the Subscription or the Australian Retail Offer. Capitalised terms used in this announcement and not separately defined shall have the same meanings as defined in the Company's announcement released earlier today.

Expected Timetable in relation to the UK Retail Offer

UK Retail Offer opens09/11/2023, 08:00
Latest time and date for commitments under the UK Retail Offer22/11/2023, 16:30
Results of the UK Retail Offer announced22/11/2023
Admission and dealings in UK Retail Offer Shares commence29/11/2023
Dealing Codes
TickerGELN
ISIN for the Ordinary SharesGB00BNBQZD59
SEDOL for the Ordinary SharesBNBQZD5

UK Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO in November 2021. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the UK Retail Offer. The Company is therefore making the UK Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries

Cavendish Capital Markets Limited will be acting as UK Retail Offer coordinator in relation to this UK Retail Offer (the "UK Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the UK Retail Offer. In order to participate in the UK Retail Offer, each intermediary must be on-boarded onto the Bookbuild platform and agree to the final terms and the UK Retail Offer terms and conditions, which regulate, inter alia, the conduct of the UK Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the UK Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the UK Retail Offer.

The UK Retail Offer will be open to eligible investors in the United Kingdom at 8:00am on 9 November 2023. The UK Retail Offer is expected to close at 4:30pm on 22 November 2023. Investors should note that financial intermediaries may have earlier closing times. The UK Retail Offer may close early if it is oversubscribed.

If any intermediary has any questions about how to participate in the UK Retail Offer on behalf of existing retail shareholders, please contact the UK Retail Offer Coordinator on +44 (0) 20 7220 0500 or Bookbuild at email: support@bookbuild.live.

The UK Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the UK Retail Offer, applicants must meet the following criteria before they can submit an order for UK Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to Ordinary Shares are not eligible to participate in the UK Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the UK Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for UK Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the UK Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £100.00 per investor under the terms of the UK Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website

There is no maximum application amount to apply in the UK Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

It should be noted that a subscription for UK Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the UK Retail Offer Shares if they are in any doubt.

Gelion plc John Wood, CEO Amit Gupta, CFO Thomas Maschmeyer, Founder and Principal Technology Advisorvia Alma PR
Cavendish Capital Markets Limited (Nominated Adviser and Broker)+44 207 220 0500

Corporate Finance Neil McDonald Seamus Fricker Fergus Sullivan ECM Barney Hayward

Alma (Financial PR Adviser) Justine James Hannah Campbell Will Ellis Hancock+44 20 3405 0205 gelion@almastrategic.co.uk

Further information on the Company can be found on its website at: https://gelion.com/.

The Company's LEI is 2138008NC7YL3MCUDR84.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the UK Retail Offer Shares have been subject to a product approval process, which has determined that the UK Retail Offer 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the UK Retail Offer Shares may decline and investors could lose all or part of their investment; the UK Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the UK Retail Offer 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 any contractual, legal or regulatory selling restrictions in relation to the UK Retail Offer.

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 or 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 UK Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the UK Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the UK Retail Offer Shares have been subject to a product approval process, which has determined that the UK Retail Offer 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the UK Retail Offer Shares may decline and investors could lose all or part of their investment; the UK Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the UK Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the UK Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the UK Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the UK Retail Offer Shares and determining appropriate distribution channels.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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