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Proposed Capital Raising to raise £5.0 million

In brief · summary, not quotable

Ilika plc is proposing a capital raise of approximately £5.0 million through a placing of new ordinary shares at 28 pence per share, representing a slight discount to the previous day's closing price. This placing, alongside a retail offer and director subscriptions, aims to raise gross proceeds of up to £5.0 million. The funds will be used to advance the commercialization of Ilika's Stereax and Goliath battery technologies, with up to £2 million allocated to Stereax for product optimization and testing, and up to £3 million for Goliath's development and licensing, including prototype production and equipment purchases. The company reported revenues of approximately £1.1 million for the year ended April 30, 2026, with an expected EBITDA loss of around £6.2 million, and held £5.3 million in cash and cash equivalents.

Full announcement

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Ilika (AIM: IKA), the UK pioneer in solid-state battery technology, today announces a proposed placing of up to 16,000,000 new ordinary shares of one pence each ("Ordinary Shares") in the Company (the "Placing Shares") at a price of 28 pence per Placing Share (the "Issue Price") to raise gross proceeds of approximately £4.5 million (the "Placing").

The Placing Shares represent approximately 8.85 per cent. of the existing issued ordinary share capital of the Company (the "Existing Ordinary Shares") and the Issue Price represents a discount of approximately 3.45 per cent. to the closing mid-market price of 29 pence per Existing Ordinary Share on 1 July 2026, being the latest practicable date prior to the publication of this Announcement.

The Company intends to provide its existing shareholders ("Shareholders") in the United Kingdom with the opportunity to subscribe for up to 1,785,714 new Ordinary Shares (the "Retail Offer Shares") at the Issue Price by way of a retail offer (the "Retail Offer") to be conducted via the Bookbuild platform. A separate announcement will be made in due course regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

In addition, certain directors of the Company (the "Directors" or the "Board") intend to directly subscribe with the Company (the "Director Subscriptions") for, in aggregate, 71,429 new Ordinary Shares at the Issue Price (the "Director Subscription Shares" and, together with the Placing Shares and the Retail Offer Shares, the "New Ordinary Shares").

It is intended that the Placing, the Retail Offer and the Director Subscriptions (together the "Capital Raising") will result in the Company raising total gross proceeds of up to approximately £5.0 million. Completion of the Retail Offer and Director Subscriptions are conditional, inter alia, upon completion of the Placing but completion of the Placing is not conditional upon the Retail Offer and/or Director Subscriptions.

Cavendish Capital Markets Limited ("Cavendish") is acting as nominated adviser and sole broker to the Company. Cavendish and Yellowstone Advisory Limited ("Yellowstone") are acting as joint bookrunners in connection with the Capital Raising.

The Placing will be conducted by way of an accelerated bookbuild process (the "ABB"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. The final number of Placing Shares to be placed at the Issue Price will be determined at the close of the ABB.

The timing of the closing of the ABB and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company, Cavendish and Yellowstone.

A further announcement will be made following the close of the ABB, confirming final details of the Placing.

Use of proceeds

It is anticipated that alongside cash and cash equivalents of £5.3 million as at 30 April 2026, the funds will provide the Company with the necessary working capital to achieve a number of important technical and commercial milestones. The net proceeds of the Capital Raising will be used to advance the commercial status of the Company's two product lines, specifically supporting the commercial launch and ramp up of the small format Stereax technology, and the continued development and delivery of the large format Goliath technology, through to a position where it will be possible to secure commercial licensing agreements with commercial partners, as outlined below:

  • Up to £2 million to support Stereax commercial rollout and scaling, enabling the following key milestones:

o Product optimisation support for Cirtec Medical LLC ("Cirtec")

o Testing and validation of M300 to facilitate battery sales to end customers

o Triggering initial royalty payments

  • Up to £3million to support Goliath's progression from technical specification finalisation through to licensing, enabling the following key milestones:

o Prototype and production optimisation

o Battery formation equipment purchasing

o Test programme execution

o 10Ah minimum viable product ("MVP") delivery

The Capital Raising will enable Ilika to continue working with the Cirtec team in optimising the Stereax product for an array of end use cases within the active implantable medical devices ("AIMD") market, including providing specific testing and product validation with Cirtec's end customers. This will include integrating the product into Cirtec's product demonstrator, enabling further underlying customer engagement prior to commercial sales being achieved. It is anticipated that the Capital Raising will facilitate the first royalty payments from Cirtec, which will be triggered by delivery of Stereax M300 batteries into customer testing programmes. These royalty payments will constitute a critical commercial milestone and will validate the Company's licensing model.

The Ilika team intends to continue to progress through the Goliath product roadmap, focusing on continuing discussions with the underlying electric vehicle ("EV") customers, and producing a 10Ah (Ampere hour) MVP that is expected to enable initial commercial revenues to be achieved from Goliath in alternative markets including the defence and consumer sectors. This revenue is anticipated to be facilitated via end user testing and development work that the Company aims to continue to support with additional grant funding where possible. The Company expects to continue to progress the Goliath EV commercialisation through the testing and validation of a 10Ah solution for the original equipment manufacturers ("OEMs"), which coupled with the previous development work that has been completed, facilitates options to licence in the EV market.

Key highlights of the Capital Raising are as follows:

  • Placing to raise gross proceeds of approximately £4.5 million, through the issue of up to 16,000,000 new Ordinary Shares at the Issue Price.
  • Intended Director Subscriptions to raise gross proceeds of approximately £0.02 million, through the issue of 71,429 new Ordinary Shares at the Issue Price.
  • Retail Offer via the BookBuild Platform to raise gross proceeds of up to approximately £0.5 million, through the issue of up to 1,785,714 new Ordinary Shares at the Issue Price.
  • The Capital Raising is not conditional upon approval by Shareholders.
  • The Capital Raising is not being underwritten.

The Company has two product lines. Its Stereax batteries are designed for powering miniature medical implants, industrial wireless sensors and Internet of Things ("IoT") applications and the Goliath large format batteries are designed for EVs and cordless appliances.

Through its licensing business model, Ilika supplies its intellectual property ("IP") portfolio to both original OEMs and manufacturing partners in exchange for a license fee and future royalties.

BACKGROUND TO, AND REASONS FOR, THE CAPITAL RAISING

Founded in 2004, Ilika is a pioneer in solid state battery technology, enabling solutions for applications including MedTech, EVs, industrial IoT, and consumer electronics.

Ilika has two proprietary product lines:

  • Stereax - a thin-film miniature solid state battery designed to power implantable medical devices and industrial wireless sensors in specialist environments; and
  • Goliath - a larger format cell targeting the automotive, consumer and defence industries.

Ilika operates an asset-light business model, focused on the development and licensing of cutting-edge solid state battery technology protected by IP. The Company's technology addresses markets where conventional batteries are less feasible due to their safety, charge rates, energy density and life limits. The Company has adopted a business model applicable to both its product lines that is focused on three stages:

  • Utilising Company-operated pilot lines to produce small quantities of batteries to enable customer evaluation;
  • Scaling up production with strategic partners at mid-scale manufacturing facilities to demonstrate product and process robustness, whilst supporting the initial phase of commercialisation; and
  • Agreeing commercial collaborations, including for both the licensing of the Company's technology and for large scale volume.

The Company has built a significant IP portfolio with 78 granted patents across multiple key jurisdictions, providing the foundation to operate a license-based business model.

Funding for the business model has balanced commercial funding with non-dilutive grant funding to deliver a capital efficient technology programme. To date, Ilika has secured £10 million of grant funding and is actively applying for further grant-funded programmes.

Ilika has in-house, purpose built, fabrication facilities and will retain and operate part of the production equipment in the UK, whilst actively seeking licensing partners to undertake the scaled manufacturing of the Company's products as commercial progress is delivered. This approach delivers critical IP protection over core elements of Ilika's technology whilst allowing a royalty-based revenue stream to be realised as the production levels are rapidly ramped-up.

Stereax

The Company is focused on the AIMD market, which is supported by structural growth in electroceuticals and sensor-based medical technologies, where miniaturisation and reliability are critical. Adoption is accelerating across the sector, with the AIMD market estimated at c.$49bn in 2025 and growing at approximately 5% CAGR.

The Stereax product line is Ilika's ultra-thin battery technology with high temperature tolerance, enhanced charging capabilities and contains no liquid and no polymer components, meeting the needs of the medical industry. With its small footprint and improved safety, Stereax offers benefits that include reduced surgery time, the ability to place the implant closer to the point of therapy, long-lasting performance, user recharging at home and the ability to power Bluetooth radio.

In August 2023, Ilika signed a ten-year manufacturing licence agreement with Cirtec, allowing Cirtec to produce the Stereax range of miniature batteries at its facility in Lowell, Massachusetts. This strategic licensing and royalty agreement enables Ilika to leverage Cirtec's manufacturing scale for commercial scale production and realise economies of scale. Cathode manufacturing initially remains at the Company's UK facility in Southampton as sub-contract service to Cirtec.

The partnership with Cirtec offers significant advantages, including validation of the Stereax product and process through Cirtec's medical certifications, access to their large-scale, medically accredited manufacturing capabilities to meet customer ramp-up needs, and expanded business development opportunities through Cirtec's extensive sales and marketing network. A key milestone to be delivered by this Capital Raising will be successfully integrating Stereax into Cirtec's product demonstrator, enabling end user evaluation. The partnership agreement demonstrates the capital-light, value-driven execution of the Company's business strategy, allowing Ilika to focus on advanced technology development and IP licensing, whilst benefiting from Cirtec's manufacturing and commercial activities.

During 2025, Ilika successfully transferred the production line for Stereax batteries to Cirtec's US facility, where it passed User Acceptance Testing. In addition, Ilika completed process qualification for the Stereax M300 micro-battery production line and subsequently commenced shipping of M300 prototypes to customers at year end. The qualified manufacturing line includes sophisticated layer deposition, alignment, and patterning systems essential for producing medical-grade micro-batteries. The prototypes are allocated to the 16 customers which form Ilika's existing order book, many of whom have previously received Stereax batteries for evaluation from the Company's UK pilot line. A number of batteries from the initial batches was allocated to the extensive M300 testing programme, which is designed to generate a larger body of test data relevant to applications in AIMD.

The revenue profile of the Stereax product line is expected to develop as product adoption matures. In January 2026, Ilika secured its first revenue-generating purchase order from Cirtec for the supply of Stereax electrodes. This milestone marks the commercial transition of the strategic partnership, providing commercial validation of the Company's product and business strategy. In March 2026, Ilika successfully delivered its initial batch of Stereax electrodes to Cirtec for Stereax M300 production, delivering the Company's commercial revenue recognition and enabling end customer delivery by Cirtec.

As customers engage and adopt the technology, non-recurring engineering revenue is expected as the product is adapted for specific end use cases. With scale of production, battery royalty revenue is deemed to commence being triggered by sales of Stereax M300 batteries by Cirtec. Wafer processing revenue including royalty income is anticipated to increase during FY2027 and FY2028 as customer delivery orders for wafer components continues. In the medium term, the license agreement with Cirtec will initially generate income on profit share terms, which subsequently reverts to revenue-share basis once commercial volumes are achieved.

Goliath

Goliath is Ilika's larger solid-state battery, offering faster charging times, lower production costs, enhanced safety, lower pack weights and longer cell life when compared to conventional lithium-ion batteries. The Goliath technology is closely aligned with the expanding EV market, which is being driven by global regulatory tailwinds, environmental regulations and the transition towards cleaner transport. Global EV sales continue to rise and are estimated to surpass non-electric cars in terms of percentage of total car stock in the mid 2030s. The current geopolitical uncertainties, particularly in the Middle East, have drastically restricted global oil and gas supply driving petrol prices up and have brought about an increased focus on energy security and electrification, further enhancing global EV demand. The Goliath product presents a strong value proposition through its solid-state technology, targeting a 50Ah scale to be designed into future EV models. Independent modelling by UK-based battery consultants, Balance Batteries Ltd, using a hypothetical Hyundai Ioniq 5 pack equipped with Goliath solid-state cells showed a 20 per cent. reduction in weight, a £2,500 saving in bill of materials, and a 6-minute reduction in the time to reach 80 per cent. charge compared with lithium-ion equivalents.

The Company initially targeted Goliath at the EV market. However, it is now developing products for alternative target end use, critically evaluating 10Ah Goliath units for end-use cases in alternative markets, opening up the opportunity for non-automative commercial agreements. The Company is specifically working on applications in the consumer and defence industries, which could result in quicker routes to market and commercialisation. In terms of consumer opportunities, this includes high value consumer appliance applications such as personal care, domestic cleaning appliances and e-bikes. Early progress has been made with Ilika entering into a joint development agreement with Brompton Bicycles in April 2026 to incorporate the 10Ah Goliath battery prototypes into Brompton's next-generation folding e-bikes. In the defence sector, which represents a potential commercialisation opportunity, the Goliath 10Ah cell offers improved safety under battlefield conditions with delayed thermal event. Positive customer evaluation has been received in both end markets.

These markets are consistent with the Company positioning Goliath at the intersection of high volume and high-performance specialised applications. Goliath's chemistry provides a safer, lower temperature response to damage resulting in safety benefits across end use cases.

During 2025, Ilika achieved key milestones in advancing in the commercial progress of the battery and its applications. The Goliath P1 2Ah (1st generation P1 prototype) cell validation was received following consumer testing at OEMs and Tier 1 testing partners. In July 2025, Ilika secured £1.25m in grant funding from the UK Government's DRIVE35 programme, facilitated by the Advanced Propulsion Centre UK ("APC"), to manufacture the first Goliath 50Ah A-Sample batteries for automotive applications (named the PRIMED programme) at the electrode production facilities at the UK Battery Industrialisation Centre ("UKBIC"). The programme received steering support from Jaguar Land Rover and Oxford University. Furthermore, the automated Goliath pilot line was successfully commissioned in October 2025, with P1.5 cells entering production and shipments to customers began in December 2025 alongside prototype 10Ah cells.

As the Goliath technology advances toward MVP status, where cells will meet customer-agreed specifications for EV (50Ah scale) and consumer & defence applications (10Ah scale), Ilika is actively pursuing commercialisation through strategic partnerships with a variety of end customers including OEMs, consumer product manufacturers and defence sector providers. Alongside the technical milestones that have been successfully delivered, the Company has established a substantial network of commercial relationships with key operators in the sector. To date, Ilika has engaged commercially with 21 companies, demonstrating strong and growing market interest.

CURRENT TRADING AND PROSPECTS

The Board is pleased to confirm that the Company continues to progress through its commercial and technical roadmap as planned. Accordingly, Ilika expects trading for the year ended 30 April 2026 to be in line with current market expectations. The Company expects to announce 2026 revenues of approximately £1.1m (2025: £1.1m), including £100k of commercial revenue including Stereax electrode sales and Goliath samples, and an EBITDA loss excluding share-based payments of approximately £6.2m (2025: EBITDA loss of £5.3m). Cash and cash equivalents at the period end were £5.3m (2025: £8.0m). Ilika expects to announce its audited full year results for the year ended 30 April 2026 on Wednesday 29 July 2026.

The Company is continuously evaluating application prospects for its two product lines. In the beginning of 2026, Ilika received positive feedback from a UK Defence Agency on safety testing of Goliath cells. Following the Goliath 10Ah cell prototype delivery to an agency which advises the UK Ministry of Defence in December 2025, the prototypes demonstrated strong resilience in terms of safety under battlefield conditions. More specifically, the prototypes were subject to firing range tests, which showed that the Goliath 10Ah cell can withstand an initial shot impact before a thermal event was triggered by a second. Low state-of-charge cells did not trigger thermal events, suggesting improved safety under those conditions. Goliath cells reached thermal runaway at lower temperatures than conventional NCA lithium-ion cells, yet exhibited a broadly similar thermal response overall, despite storing approximately three times more energy. In addition, Ilika entered a joint development programme with Brompton Bicycles in April 2026, to integrate the 10Ah Goliath battery prototypes into Brompton's next generation foldable e-bikes. Production of the battery packs for on-bike trials are anticipated to commence mid-2027.

Regarding Stereax, the Company continues to implement the 10-year manufacturing license agreement with Cirtec. Following the milestone of its first revenue-generating purchase order from Cirtec in January 2026, the Company is progressing in line with its strategy. Ilika will continue to liaise with the portfolio of 16 customers including advising on power management integration into their applications and is expected to focus on commercial delivery and ramp up of the M300 battery, increasing revenue generation going forward. The Board is confident that the Company can secure larger follow-on orders from several customers who are currently evaluating the product for their applications.

Management continues to pursue opportunities to secure further grant funding, with multiple programmes under active consideration. Based on the Company's prior involvement in grant funded programmes and considering the nature of the programmes being considered, management believe that further grant funding is a realistic prospect, however, no final determination has been made with regards the programmes under consideration.

DETAILS OF THE PLACING

The Company is proposing to raise gross proceeds of approximately £4.5 million by means of the Placing. The Placing Shares, in aggregate, will represent approximately 8.85 per cent. of the Existing Ordinary Shares on 1 July 2026, the latest practicable date prior to the publication of this Announcement.

Cavendish's obligations under the Placing Agreement (as defined below) in respect of the Placing are conditional, inter alia, upon:

  • the Placing Agreement becoming unconditional in all respects (save for any condition relating to admission of the New Ordinary Shares ("Admission")) and not having been terminated in accordance with its terms prior to Admission; and
  • Admission becoming effective by no later than 8.00 a.m. on 9 July 2026 (or such later time and/or date (being no later than 8.00 a.m. on 23 July 2026 (the "Long Stop Date")) as Cavendish and the Company may agree).

If any of the conditions above are not satisfied, the Placing Shares will not be issued.

The Placing Shares are not subject to clawback. The Placing is not being underwritten.

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.

DIRECTOR SUBSCRIPTIONS

The following Directors intend to subscribe for new Ordinary Shares in the following amounts and pursuant to the Director Subscription Agreements:

DirectorExisting beneficial shareholdingnew Ordinary Shares subscribed forShareholding on completion of the Capital RaisingShareholding as a percentage of the issued share capital (enlarged by the Capital Raising) 1,2
Graeme Purdy881,95353,571935,5240.47%
Keith Jackson131,15117,858153,0090.08%

1 - Assuming full take up of the Retail Offer

2 - On the assumption that no new Ordinary Shares are issued under the Company's share schemes prior to the date of Admission.

USE OF PROCEEDS

It is anticipated that alongside cash and cash equivalents of £5.3 million as at 30 April 2026, the funds will provide the Company with the necessary capital to achieve a number of important technical and commercial milestones. The net proceeds of the Capital Raising will be used to advance the commercial status of the Company's two product lines, specifically supporting the commercial launch and ramp up of the small format Stereax technology, and the continued development and delivery of the large format Goliath technology, through to a position where it will be possible to secure commercial licensing agreements with commercial partners, as outlined below:

  • Up to £2 million to support Stereax commercial rollout and scaling, enabling the following key milestones:

o Product optimisation support for Cirtec

o Testing and validation of M300 to facilitate battery sales to end customers

o Triggering initial royalty payments

  • Up to £3million to support Goliath's progression from technical specification finalisation through to licensing, enabling the following key milestones:

o Prototype and production optimisation

o Battery formation equipment purchasing

o Test programme execution

o 10Ah MVP delivery

The Capital Raising will enable Ilika to continue working with the Cirtec team in optimising the Stereax product for an array of end use cases within the AIMD market, including providing specific testing and product validation with Cirtec's end customers. This will include integrating the product into Cirtec's product demonstrator, enabling further underlying customer engagement prior to commercial sales being achieved. It is anticipated that the Capital Raising will facilitate the first royalty payments from Cirtec, which will be triggered by delivery of Stereax M300 batteries into customer testing programmes. These royalty payments will constitute a critical commercial milestone and will validate the Company's licensing model.

The Ilika team intends to continue to progress through the Goliath product roadmap, focusing on continuing discussions with the underlying EV customers, and producing a 10Ah MVP that is expected to enable initial commercial revenues to be achieved from Goliath in alternative markets including the defence and consumer sectors. This revenue is anticipated to be facilitated via end user testing and development work that the Company aims to continue to support with additional grant funding where possible. The Company expects to progress the Goliath EV commercialisation through the testing and validation of a 10Ah solution for the OEMs, which coupled with the previous development work that has been completed, facilitates options to licence in the EV market.

Alongside the proposed fundraise, the management team are seeking to access further non-dilutive grant funding to provide additional funds to progress the portfolio.

EFFECTS OF THE CAPITAL RAISING

Upon Admission, and assuming full take up of the Retail Offer, the Enlarged Issued Share Capital is expected to be 198,689,318 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 8.99 per cent. of the Enlarged Issued Share Capital.

Following the issue of the New Ordinary Shares pursuant to the Capital Raising, assuming full take up of the Retail Offer, Shareholders who participate in neither the Placing nor the Retail Offer will suffer a dilution of approximately 8.99% per cent. to their interests in the Company.

The Directors have concluded that proceeding with the Capital Raising is the most suitable option available to the Company for raising additional funds through the issue of the New Ordinary Shares and that issuing the New Ordinary Shares at a discount is fair and reasonable so far as all existing Shareholders are concerned. The Issue Price has been set by Cavendish, after consultation with the Company, following its assessment of market conditions and following discussions with a number of institutional investors.

ADMISSION, SETTLEMENT AND CREST

An application will be made to the London Stock Exchange, for the admission of the New Ordinary Shares to trading on AIM. Admission is expected to become effective and dealings are expected to commence in the New Ordinary Shares on or around 8.00 a.m. on 9 July 2026.

The Capital Raising is conditional upon Admission becoming effective and upon the placing agreement between the Company and Cavendish (the "Placing Agreement") not being terminated in accordance with its terms. Following Admission, assuming the full take up of the New Ordinary Shares pursuant to the Capital Raising, the Company will have 198,689,318 Ordinary Shares in issue. For the avoidance of doubt, if the Placing Agreement between the Company and Cavendish is terminated prior to Admission then none of the Placing, the Director Subscriptions or the Retail Offer will occur.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

EEA product governance

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

APPENDIX

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the trade confirmation to be sent to individual Placees. All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATRs or the EU Prospectus Regulation.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Cavendish or the Company or any other person and none of Cavendish, the Company nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Cavendish has today entered into a placing agreement (the "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. The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of one pence each (the "Existing Ordinary Shares") in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Existing Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not, for a period of 120 days after (but including) Admission, allot, issue, offer, sell, contract to sell or issue, grant any option, right or warrant to subscribe for or purchase or otherwise dispose of or create any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, or any other security agreement or arrangement, or any agreement to create any of the foregoing over, directly or indirectly, any "equity securities" (as defined in the Companies Act) (or any securities convertible into or exchangeable for equity securities or which carry rights to subscribe or purchase equity securities) or any interest in any equity securities or agree to do any of such things or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the allotment and issue of the Retail Offer Shares pursuant to the Retail Offer, the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence.

Conditions to the Placing

The obligations of Cavendish under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

  • the Warranties (as defined in the Placing Agreement) being true, accurate and not misleading when made at the date of the Placing Agreement and at all times up to Admission by reference to the facts and circumstances subsisting at that time;
  • the Placing Agreement becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission;
  • delivery receipt of the Philip Hare Comfort Letter;
  • the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

If any of the Conditions set out in the Placing Agreement is not satisfied or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Cavendish may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Cavendish may, in its absolute discretion and upon such terms as they think fit, waive satisfaction of all or any of the Conditions in whole or in part, or extend the time provided for satisfaction of one or more Conditions, save that certain Conditions including the Condition relating to Admission referred to in paragraph e above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Neither Cavendish nor any of its affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision any of them 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 Cavendish.

In consideration for its services in relation to the Placing and Admission and conditional upon completion of the Placing, Cavendish will be paid a commission based on the aggregate value of the Placing Shares at the Issue Price.

Termination of the Placing

Cavendish may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

  • there has, in the opinion of Cavendish (acting in good faith), been a breach of the warranties given to it;
  • there has, in the opinion of Cavendish (acting in good faith), been a material adverse change;
  • any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become, in the opinion of Cavendish (acting in good faith), or has, in the opinion of Cavendish (acting in good faith), been discovered to be untrue or inaccurate in any respect or misleading in any respect; or
  • in the opinion of Cavendish (acting in good faith), there has been a force majeure event and, in the opinion of Cavendish, be likely to prejudice the success of the Capital Raising, dealings in the Ordinary Shares following either Admission or which makes it impractical or inadvisable to proceed with the Capital Raising and/or Admission in the manner contemplated in this Announcement.

By participating in the Bookbuilding Process, each Placee agrees with the Company and Cavendish that the exercise by the Company or either of Cavendish of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Cavendish or for agreement between the Company and Cavendish (as the case may be) and that neither the Company nor Cavendish need make any reference to such Placee and that none of the Company, Cavendish nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against Cavendish, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Cavendish of a trade confirmation email confirming that Placee's allocation and commitment in the Placing.

Application for admission to trading

It is expected that Admission will take place on or around 8.00 a.m. on 9 July 2026 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

  • Cavendish is acting as bookrunner to the Placing, as agent for and on behalf of the Company.
  • the Issue Price is fixed at 28 pence and is payable to Cavendish (as agent for the Company) by each Placee.
  • Cavendish will, following consultation with the Company, determine in its absolute discretion the extent of each Placee's participation in the Placing, and this will be confirmed orally or in writing (including by email) by Cavendish as agent of the Company. Such confirmation will constitute a legally binding commitment on the relevant Placee to acquire the relevant Placing Shares.
  • Each Placee's allocation and commitment will be evidenced by a trade confirmation email issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in any such trade confirmation.
  • Each Placee's allocation and commitment to acquire Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with Cavendish's consent, will not be capable of variation or revocation after the time at which it is submitted. 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 such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
  • All obligations under the Placing will be subject to satisfaction of the conditions referred to above under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to above under "Termination of the Placing".
  • By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described above and will not be capable of rescission or termination by the Placee.
  • To the fullest extent permissible by law and applicable FCA rules, neither:
  • Cavendish;
  • any of Cavendish's affiliates, agents, directors, officers, consultants, partners or employees; nor

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the Placing or of such alternative method of effecting the Placing as Cavendish and the Company may agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a trade confirmation email which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cavendish.

Settlement of transactions in the Placing Shares (ISIN: GB00B608Z994) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on 9 July 2026 (the "Settlement Date") in accordance with the trade confirmations. 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 for 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 the jurisdiction in which a Placee is located.

The relevant settlement details for the Placing Shares are as follows:

CREST Participant ID of Cavendish:

Expected trade time & date:08.00 a.m. on 7 July 2026
Settlement Date:9 July 2026
ISIN code for the Placing Shares:GB00B608Z994

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above the prevailing base rate of Barclays Bank plc as determined by Cavendish.

Each Placee is deemed to agree that if it does not comply with these obligations, Cavendish may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for Cavendish's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. By communicating a bid for Placing Shares, such Placee confers on Cavendish all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which Cavendish lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional 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 United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and Cavendish (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) that (save where Cavendish expressly agrees in writing to the contrary):

  • it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement;
  • is required under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook or any other applicable law; and
  • has been or will be prepared in connection with Admission or the Placing;
  • the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for the Companies (the "AIM Rules") and UK MAR, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
  • 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 neither Cavendish nor the Company nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"); nor has it requested Cavendish, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;
  • Cavendish nor any person acting on behalf of it nor any of their respective Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
  • the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement;
  • the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
  • neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, be a resident of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan;
  • it may be asked to disclose in writing or orally to Cavendish: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
  • it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Cavendish determines;
  • it and/or each person on whose behalf it is participating:
  • has fully observed such laws and regulations;
  • it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  • it understands that:
  • it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
  • pursuant to another exemption from registration under the Securities Act, if available,
  • and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;
  • it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:
  • it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing Shares and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;
  • none of Cavendish, the Company nor any of their respective Representatives nor any person acting on behalf of any of them is 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 participation in the Placing is on the basis that it is not and will not be a client of Cavendish and that Cavendish has no duties or responsibilities to it for providing the protections afforded to its clients 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 its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;
  • it will make payment to Cavendish for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement 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 determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the 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;
  • the person who it specifies for registration as holder of the Placing Shares will be:
  • the Placee; or
  • a nominee of the Placee, as the case may be,

and that Cavendish and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and Cavendish in respect of the same on the basis that the Placing Shares will be allotted or transferred (as applicable) to a CREST stock account of Cavendish who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

  • if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2)(a)-(d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  • it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant State prior to the expiry of a period of six months from Admission 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 of relevant securities to the public in the United Kingdom within the meaning of regulation 7 of POATR, or an offer to the public in any member state of the EEA (within the meaning of the EU Prospectus Regulation);
  • if it is within the United Kingdom, it is a Qualified Investor within the meaning of paragraph 15 of Part 2 of Schedule 1 of the POATR and, if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;
  • it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Cavendish in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
  • if it is a financial intermediary, the Placing Shares acquired by it will not be 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 the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of Cavendish has been given to each proposed offer or resale;
  • Cavendish, nor the Company nor any of their respective Representatives nor any person acting on behalf of the Company, Cavendish or its Representatives is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of Cavendish's rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;
  • Cavendish and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Cavendish and/or any of its affiliates acting as an investor for its or their own account(s). Neither Cavendish nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  • it:
  • is not a person:
  • 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 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 Cavendish's money in accordance with the client money rules and will be used by Cavendish's in the course of its business; and the Placee will rank only as a general creditor of Cavendish's;
  • neither it nor, as the case may be, its clients expect Cavendish to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that Cavendish is not acting for it or its clients, and that Cavendish will not be responsible for providing the protections afforded to clients of Cavendish or for providing advice in respect of the transactions described in this Announcement;
  • it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade 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's conduct of the Placing;
  • it irrevocably appoints any duly authorised officer of Cavendish as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Announcement;
  • the Company, Cavendish and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements, which are given to Cavendish on its own behalf and on behalf of the Company and are irrevocable;
  • time is of the essence as regards its obligations under this Appendix;
  • the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
  • the terms and conditions contained in this Appendix 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 Placing Shares pursuant to the Bookbuilding Process and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, 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 such contract (including any 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 payment for the Placing Shares (together with 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each of their respective Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Cavendish, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix are given to Cavendish for itself and on behalf of the Company and are irrevocable.

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 the 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's money 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.

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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

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