Placing and Subscription to raise up to £1.5m

Getech Group plc, a world-leading locator of subsurface resources, today announces its intention to raise up to £1.5 million before expenses by way of (i) a placing of new Ordinary Shares ("Placing Shares") at a price of 2 pence per new Ordinary Share (the "Issue Price") to new and existing institutional and other investors (the "Placing") and (ii) a subscription of new Ordinary Shares ("Subscription Shares") at the Issue Price by certain of the Company's Directors (the "Subscription"). In addition, the Company is launching a separate conditional retail offer to existing retail investors via the BookBuild platform to raise up to £0.2 million at the Issue Price (the "Retail Offer" and together with the Placing and Subscription, the "Fundraising").

The Placing will be undertaken by way of an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement (being, together with the Appendices hereto, the "Announcement") and will be made available to new and existing institutional and other investors. Cavendish Capital Markets Limited ("Cavendish") is acting as nominated adviser, broker and sole bookrunner in respect of the Placing. Further details of the Bookbuild and the background to and reasons for the Fundraising are provided below and in the Appendices of this Announcement.

The Placing, Subscription and Retail Offer are conditional, inter alia, upon the Shareholders passing the Resolution to be proposed at a general meeting of the company to be held at 10.00 a.m. on 27 August 2024 at the offices of Cavendish at One Bartholomew Close, London, EC1A 7BL.

The net proceeds of the Fundraising, along with the Company's existing cash will be deployed to deliver further progress on sustainable growth, whilst also strengthening the balance sheet and enabling a modest spend on targeted research & development activities.

Further details on the background to and reasons for the Fundraising are set out below.

The Issue Price represents a premium of approximately 11.11 per cent. to the closing mid-market price on 8 August 2024, being the latest practicable date before this Announcement.

The number of Placing Shares to be issued will be agreed by the Company and Cavendish at the close of the Bookbuild. The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and Cavendish. Details of the number of Placing Shares and Subscription Shares to be issued will be announced as soon as practicable after the close of the Bookbuild. The Fundraising is not conditional upon the approval of the Company's shareholders.

Your attention is drawn to the Additional Information set out below.

Appendix I sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I.

Unless otherwise indicated, capitalised terms in this Announcement have the meanings given to them in Appendix II to this Announcement.

Richard Bennett, CEO, commented:

"In the last 12 months we have significantly reduced Group costs, refocused the business on our core expertise of selling sub-surface data and we have worked hard to develop an expanded sales pipeline worth £9.6m. The proposed Placing will deliver financial stability, enable us to accelerate conversion of the sales pipeline and provide further R&D investment with the objective of the business becoming cash-flow positive on a sustainable basis this year. We are also ensuring that the opportunity to be involved in the Placing is being made available to all our shareholders."

Getech is seeking to expand its role in the global move to a clean energy future. The Company owns the largest commercial database of potential fields data, coupled with its geoscience expertise, AI-driven analytics and extensive GIS capabilities, the Company provides valuable and actionable insights to support resource discovery and development by exploration companies around the world. To achieve the energy transition, a substantial number of new, very large discoveries are required, with current estimates indicating that the industry needs to discover more than twelve trillion dollar of new energy resources to deliver a low-carbon economy. Getech is applying the Company's core geoscience data and skills to support exploration of these vital energy resources.

Since the appointment of Richard Bennett as CEO last year, the management team has refocused the business on its core strength of data led sub-surface exploration and reduced the costbase by approximately 28%. Despite a challenging market backdrop the restructuring of the business has enabled the management team to focus on sustainably growing the underlying profitability of the business whilst investing in enhancing its advanced geoscience technological and product distribution capabilities.

The Company's client portfolio is wide-ranging and the Board remain committed to targeting further diversification beyond the core oil and gas sector clients, with an ambition of delivering at least half of the Company's revenue from exploration companies focused on locating the natural resource discoveries needed to deliver the energy transition. The management team have delivered a significant diversification of revenue during the course of the year ended 31 December 2023, with transitional petroleum now accounting for 67 per cent of the Company's revenue as opposed to 93 per cent in the year ended 31 December 2021. This has been balanced by an increase in revenue contributions of clients in the critical minerals, geothermal and carbon storage solution sectors.

Getech's substantial database of potential fields data, covering both magnetic and gravity data, is accessed via its Globe platform, with a focus on delivering a 'software as a service' revenue model. The Globe platform continues to be developed with the introduction of advanced artificial intelligence and machine learning techniques in addition to new search capabilities. The strategy of pursuing annual recurring revenue ("ARR") through a subscription model is aligned with the goal of delivering ARR in-excess of the Company's cost-base, which has been reduced by approximately £2.0 million per annum through the refocused strategy. ARR currently stands at approximately £2.9 million per annum, a 9 per cent increase from the position at 30 June 2023.

Encouragingly, the sales pipeline has also benefited from the refocused strategy and the emphasis on diversifying revenue across the wider energy transition. The Company currently has a pipeline of approximately £9.6 million in qualified sales prospects split across the Globe platform and software, geoscience data and geoscience services.

In addition to this pipeline, additional upside potential is delivered through a new equity participation model with specific customers aimed at earning a future share in assets which has the potential to generate substantially higher returns from Getech's data than has historically been achieved. During the course of 2024, Getech has successfully entered into the first such agreement with East Star Resources, a company undertaking copper exploration in Kazakhstan, and the Company has since entered into a similar deal in the natural hydrogen sector. Whilst seeking to maximise the opportunity when appropriate, there is a further pipeline of potential joint exploration agreements with an additional five parties operating across various sectors.

Use of Proceeds of the Fundraising

The net proceeds of the Fundraising, along with the Company's existing cash will be deployed to deliver further progress on sustainable growth, whilst also strengthening the balance sheet and enabling a modest spend on targeted research & development activities.

The net proceeds of the Fundraising will be deployed as follows:

• £750,000 - Growth Capital - to fund key hires in the Sales and Business Development teams to accelerate the delivery of the £9.6 million sales pipeline as well as the joint exploration agreements, with a view to delivering revenue in the next 6-12 months. Specifically:
• The recruitment of an EMEA sales lead to drive sales of Globe and geoscience services in the mining sector and the recruitment of a US sales lead to focus on the sale of Globe and geosciences services across multiples in the region
• The recruitment of a global business development individual to pursue and deliver joint exploration agreements for natural hydrogen and critical minerals projects
• Supporting the marketing budget in the fast-growing data-led exploration market
• £500,000 - Balance sheet strengthening and working capital - to deliver a stable business through the annual working capital cycle and enable the finalisation of the internal restructuring of the team with a view to delivering an EBITDA positive business in the year to 31 December 2024.
• £250,000 - Research & Development - with a view to the expansion of the engineering team to increase the machine learning capability within the Company and to implement digital search genomes for natural hydrogen and other critical minerals.
• The Company is seeking to hire two data scientists to deliver on this targeted approach

The remaining balance of the Fundraising (if any) will go towards general working capital needs to support growth and provide additional balance sheet strength.

Current Trading and Prospects

During a challenging year to 31 December 2023, the Company focused on implementing a significant restructuring to allow it to focus on its core competency of enabling data-led sub-surface exploration with a broad range of customers. Following these changes, Getech now operates in a different style compared to the start of 2023, with a reduced cost base and increasing contributions of ARR. Despite these circumstances, in 2023 the Company delivered revenue of £4.0 million, with ARR standing at £2.8 million and the order book stood at £4.6 million as at 31 December 2023. However, as the impact of the reduced cost base will need time to be reflected in the financial performance of the Company, Getech incurred an operating loss of £5.2 million in the year.

Evidence of the refreshed strategy being delivered can be found in the split of revenues earned in the year:

• Transitional Petroleum - 67% (FY21: 93%)
• Carbon Storage Solutions - 15% (FY21: nil)
• Critical Minerals - 11% (FY21: 5%)
• Geothermal - 7% (FY21: nil)

Trading has improved in the first six months of 2024, and based on unaudited management accounts the Company has delivered revenue of £2.2 million (FY23: £1.9 million) with ARR now standing at £2.9 million (FY23: £2.6 million) and the order book as at 30 June 2024 was £4.7 million (FY23: £4.3 million). In addition, the annualised cost base now stands at £5.5 million (FY23: £7.6m). As at 30 June 2024, the Company's cash balance stood at £0.2 million.

The Company's qualified sales pipeline now stands at £9.6 million and is split across the core competencies of the Company:

• Globe platform and software - £4.9 million
• Geoscience data - £1.9 million
• Geoscience services - £2.8 million

Outlook

Energy security remains a key global concern and the mining sector is investing significant sums in exploring for new resources which underpins Getech's future prospects for the long-term.

For the current year, the significantly increased qualified sales pipeline of £9.6 million reflects the increase in demand for the Company's services. Conversion of the sales pipeline has been slower than anticipated which will result in revenues for FY2024 being lower than current market expectations and is behind the Board's decision to resolve near-term liquidity concerns and invest in accelerating the conversion of our new business pipeline.

The Board purposely limited the amount being raised given the recent weakness in the share price and is determined to ensure that all shareholders are able to participate in the proposed Fundraising.

The Fundraising will bolster the financial stability of the business which we expect to be further enhanced by the sale of Nicholson House, the Company's headquarters, expected to be completed by the end of 2024. The property holds a RICS valuation of £860,000 and the Company expects that a successful sale would provide approximately £500,000 for use in the business.

Overall, the Board is therefore confident that the Company is in a position to convert the expanded sales pipeline and capitalise on the positive growth drivers in the sector.

Shareholders should note that in the event that the Resolution is not passed, Admission will not occur and the Company would not receive the funds from the Fundraising, which would limit the amount of working capital available to the Company. There is no certainty that other funding would be available on suitable terms or at all. Accordingly, in light of the Group's cash position, it would be likely that the Company would have to severely restrict its costs, potentially impacting its ability to progress its growth strategy and generate value for the Group.

Details of the Fundraise

The Placing

The Placing will be conducted by way of an accelerated bookbuild (the "Bookbuild") which will be launched immediately upon the publication of this Announcement and will be made available to new and existing institutional investors.

Cavendish is acting as nominated adviser, broker and sole bookrunner to the Company in respect of the Placing. The Placing is not being underwritten.

The Placing is subject to the Terms and Conditions set out in Appendix I to this Announcement. Cavendish will commence the Bookbuild immediately following the release of this Announcement. The final number of Placing Shares to be placed at the Issue Price will be decided following completion of the Bookbuild. The book will open with immediate effect following this Announcement. The timing of the closing of the book and allocations are at the absolute discretion of Cavendish and the Company. Details of the number of Placing Shares to be issued will be announced as soon as practicable after the close of the Bookbuild.

The New Ordinary Shares will be free of all liens, charges and encumbrances and will, when issued and fully paid, be identical to and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares following the date of Admission.

The Subscription

As part of the Fundraising, the Company is intending to enter into subscription agreements with certain of the Directors (being Michael Covington, Richard Bennett, Andrew Darbyshire, Chris Jepps and Emma Parker) and members of the senior management team of the Company, who have indicated that they intend to subscribe for a total of 6,358,958 Subscription Shares respectively at the Issue Price (the "Subscription Agreements").

The Retail Offer

The Company values its retail Shareholder base and believes that it is appropriate to provide its existing retail Shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer.

The Company is therefore making the Retail Offer available in the United Kingdom through the participating financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/D1MGG1/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail Shareholders can contact their broker or wealth manager ("intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform, have an active trading account with the Retail Offer Coordinator and have been approved by the Retail Offer Coordinator as an intermediary in respect the Retail Offer, and agree to the final terms and conditions of the Retail Offer, which regulate, the conduct of the 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 Retail Offer Coordinator (on behalf of the Company).

The Retail Offer will be open to eligible investors in the United Kingdom at 8.00 a.m. on 9 August 2024. The Retail Offer is expected to close at 4.30 p.m. on 21 August 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

To be eligible to participate in the Retail Offer, applicants must be a customer of one of the participating intermediaries listed on the above website, resident in the United Kingdom and, as at the date of this Announcement or prior to placing an order for Retail Offer Shares, Shareholders in the Company, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

The Retail Offer is conditional, inter alia, upon the Placing becoming unconditional and Admission taking effect.

As set out above, a separate announcement will be made shortly by the Company regarding the Retail Offer and its terms.

The Placing Agreement

In connection with the Placing, the Company has entered into a placing agreement dated 8 August 2024 with Cavendish (the "Placing Agreement") pursuant to which Cavendish has agreed, in accordance with its terms, to use reasonable endeavours to procure placees ("Placees") for the Placing Shares at the Issue Price.

In accordance with the terms of the Placing Agreement, the Placing is conditional upon, amongst other things, 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 occurring on or before 28 August 2024 (or such later date as Cavendish may agree not being later than 8.00 p.m. on 12 September 2024 (the "Long Stop Date")).

The Placing Agreement contains certain warranties given by the Company in favour of Cavendish concerning, amongst other things, the accuracy of information given in this Announcement made by the Company in respect of the Placing as well as other matters relating to the Group and its business.

The Placing Agreement is terminable by Cavendish in certain circumstances up until the time of Admission, including, inter alia, should there be a breach of a warranty contained in the Placing Agreement or a force majeure event takes place or a material adverse change occurs to the business of the Company or the Group. The Company has also agreed to indemnify Cavendish against all losses, costs, charges and expenses which Cavendish may suffer or incur as a result of, occasioned by or attributable to the carrying out of its duties under the Placing Agreement.

EIS/VCT Schemes

Although the Directors believe that the EIS/VCT Placing Shares to be issued pursuant to the Placing will be 'eligible shares' and will be capable of being a qualifying holding for the purposes of investment by VCTs and will also satisfy the conditions of section 173 of ITA for the purposes of the EIS and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible for EIS and VCT investments on this occasion, neither the Directors nor the Company nor Cavendish, nor any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the EIS/ VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.

Admission

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective, and that dealings in the New Ordinary Shares will commence at or around 8.00 a.m. BST on 28 August 2024. The Placing is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The New Ordinary Shares will trade on AIM under GTC with ISIN GB00B0HZVP95 and SEDOL B0HZVP9.

It is expected that CREST ("CREST") accounts of the investors in the Placing Shares who hold their Ordinary Shares in CREST will be credited with their Placing Shares on 28 August 2024. In the case of investors in the Placing Shares holding their Placing Shares in certificated form, it is expected that certificates will be dispatched within 10 business days of Admission. Pending dispatch of the share certificates or the crediting of CREST accounts, the Registrar ("Registrar") will certify any instruments of transfer against the register.

For the avoidance of doubt, if the Placing Agreement between the Company and Cavendish is terminated prior to Admission then neither the Placing, the Subscription nor the Retail Offer will occur.

Unless otherwise stated, all times referenced in this Announcement are British Summer Time.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended; 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 Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors; (b) investors who meet the criteria of professional clients; and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

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; Placing Shares offer no guaranteed income and no capital protection; and an investment in 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, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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 Placing Shares.

APPENDIX I

APPENDIX

No prospectus

Details of the Placing Agreement and the Placing Shares

Cavendish has today entered into a Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares at the issue price of 2 pence per Placing Share.

Application for admission to trading

It is expected that Admission will take place no later than 8.00 a.m. on 28 August 2024 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

3 The price per Placing Share is two pence and is payable to Cavendish as agent of the Company by all Placees.

4 By participating in the Placing (such participation up to an agreed maximum level to be confirmed in and evidenced by either (i) a recorded telephone call and/or (ii) email correspondence, in either case between representatives of Cavendish to whom the Placee's commitment is given and the relevant Placee (a "Recorded Commitment")), each Placee will be deemed to have read and understood the Announcement and these Terms and Conditions in their entirety, to be participating and acquiring Placing Shares on these Terms and Conditions and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.

5 Each Placee will confirm the maximum number of Placing Shares it is willing to acquire in a Recorded Commitment. Once they have made a Recorded Commitment, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company), to subscribe and pay for, at the Issue Price, the number of Placing Shares allocated to it, up to the agreed maximum.

6 Each Placee's allocation (and whether such Placee participates in the Placing) will be determined by Cavendish in its discretion following consultation with the Company and will be confirmed by Cavendish either orally or in writing via a contract note or trade confirmation after the Recorded Commitment has taken place.

7 Each Placee's commitment will be confirmed in and evidenced by a Recorded Commitment. These Terms and Conditions will be deemed incorporated into each contract which is entered into by way of a Recorded Commitment and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Commitment and, except with Cavendish's prior written consent, will not be capable of variation or revocation after such time. A contract note or trade confirmation confirming each Placee's allocation of Placing Shares will be sent to them following the Recorded Commitment and the allocation process. These Terms and Conditions shall be deemed incorporated into any such contract note or trade confirmation.

8 Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company), to pay 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 allocated to such Placee (subject always to such Placee's agreed maximum).

9 Cavendish reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed in consultation with the Company. Cavendish also reserves the right not to accept orders to subscribe for Placing Shares or to accept such orders in part rather than in whole. The acceptance and, if applicable, scaling back of orders shall be at the absolute discretion of Cavendish.

11 All obligations of Cavendish under the Placing will be subject to fulfilment 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 "Termination of the Placing".

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B0HZVP95) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 28 August 2024 unless otherwise notified by Cavendish and Admission is expected to occur no later than 8.00 a.m. on 28 August 2024 unless otherwise notified by Cavendish. The deadline for Placees to input instructions into CREST is 2.30 p.m. on 28 August 2024. Admission and settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Cavendish may agree that the Placing Shares should be issued in certificated form. Cavendish reserves the right to require settlement of the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Conditions of the Placing

1 Admission taking place not later than 8.00 a.m. on 28 August 2024 or such later date as is agreed in writing between the Company and Cavendish, but in any event not later than the Long Stop Date;

3 there not occurring, in Cavendish' opinion (acting in good faith), a Material Adverse Change;

For the avoidance of doubt, the Placing is not conditional on the Retail Offer (or any take up of the Retail Offer Shares) or the Subscription.

Termination of the Placing

1 any of the warranties in the Placing Agreement were, when given, untrue, inaccurate, or misleading; or

2 the Company fails or is unable to comply with its obligations under the Placing Agreement; or

3 any statement contained in the Placing Documents (as defined in the Placing Agreement) has become or been discovered to be untrue, inaccurate or misleading or there has been a material omission therefrom; or

5 a Material Adverse Change has occurred.

Restrictions on issues of shares and other securities by the Company

The Company has undertaken to Cavendish that, during the period ending on the later of (i) 180 days after the date of Admission, and (ii) publication of the audited results of the Company for financial period ending 31 December 2024, it will not without the prior consent of Cavendish allot or issue, or enter into any agreement or arrangement which would give rise to an obligation or an increased obligation (in each case whether contingent or otherwise) to allot or issue, any share or any instrument or security convertible into a share in the capital of the Company (save for the allotment and issue of new Ordinary Shares in the capital of the Company pursuant to the Placing and the separate Subscription and Retail Offer being made by the Company or the issue of shares or the grant and exercise of options pursuant to the option schemes, agreements and arrangements disclosed in the Circular).

Representations, warranties and further terms

2 it has not received a prospectus or other offering document in connection with the Pacing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation or the UK Prospectus Regulation; and (b) has been or will be prepared in connection with the Placing;

11 the Placing is not conditional on the Retail Offer (or any take up of the Retail Offer Shares) or the Subscription;

13 it and/or each person on whose behalf it is participating:

has fully observed such laws and regulations;

20 it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Cavendish for the Placing Shares allocated to it in accordance with the Terms and Conditions on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Cavendish may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

21 save to the extent confirmed in writing to Cavendish, none of the monies advanced by it to satisfy its payment obligations in connection with the Placing are, or otherwise derive from, State Aid or a Risk Capital Investment;

37 in order to ensure compliance with the Regulations, either Cavendish (for itself and as agent on behalf of the Company) or the Registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Cavendish or the Registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Cavendish' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at either Cavendish' or the Registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, Cavendish (for itself and as agent on behalf of the Company) or the Registrars have not received evidence satisfactory to them, Cavendish and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

38 it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in 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's or Cavendish' conduct of the Placing;

43 time is of the essence as regards its obligations under this Appendix;

45 the Placing Shares will be issued subject to the Terms and Conditions; and

46 these Terms and Conditions and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these Terms and Conditions and all agreements to acquire Ordinary Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to 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 Cavendish 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.

When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish 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 relevant rules and regulations of the FCA made under FSMA. Each 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 Cavendish' money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.

DEFINITIONS

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