Placing and Retail Offer

SkinBioTherapeutics plc (AIM: SBTX or the "Company") a life sciences company focused on skin health, announces a placing of new ordinary shares of £0.01 each at a price of 19 pence per share ("Issue Price"), to raise gross proceeds of a minimum of £3.0 million ("Placing"). The Placing, which is being conducted by way of an accelerated bookbuild, will commence immediately following this Announcement.

In addition to the Placing, the Company is undertaking a separate conditional retail offer to existing Shareholders via the Bookbuild Platform to raise up to £0.25 million (before expenses) at the Issue Price. The Retail Offer aims to provide existing retail Shareholders in the Company an opportunity to participate in the Fundraising at the same price as Placees. A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms. Those investors who subscribe for New Ordinary Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. For the avoidance of doubt, the Retail Offer is not part of the Placing.

Key features of the Fundraising

• Placing to raise a minimum of £3.0 million through the conditional issue of a minimum of 15,908,298 Placing Shares at 19 pence per share with new and existing institutional investors.
• Retail Offer to raise up to an additional £0.25 million via the Bookbuild Platform at the Issue Price to existing Shareholders of the Company through certain intermediaries. A separate announcement will be made shortly regarding the Retail Offer and its terms.
• The issue price of 19 pence per New Ordinary Share represents a 9.5 per cent. discount to the closing middle market price of 21 pence per Ordinary Share on 15 November 2023, the last business day prior to the announcement of the Fundraising.
• The New Ordinary Shares are expected to be issued on Admission on 22 November 2023.

Use of proceeds

The net proceeds of the Fundraising will enable the Company to advance its oral and inflammation programmes, continue roll-out of its Axis-PS, study and subsequent commercialisation of acne treatment, as well as general working capital. The Fundraising will also strengthen the Company's balance sheet to assist with negotiations on potential acquisition targets and partnership discussions.

Stuart Ashman, CEO of SkinBioTherapeutics plc, said:

"The funds we are looking to raise are to help with the current commercialisation and development strategy of AxisBiotix in skin health, with our latest venture beginning in acne, as well as providing a stronger financial base to support our strategic partnering discussions around three of our other business pillars. The funding will also support us with working capital and strengthen our balance sheet whilst we are assessing potential inorganic opportunities which can complement and enhance our current sales and development pipeline. We are encouraged by the quality of companies that would generate immediate value to us - both financially and operationally and we anticipate updating shareholders on these opportunities in the near term."

The Company announces that it is launching a Placing to raise a minimum of £3.0 million (before expenses), and is undertaking a Retail Offer to raise up to an additional £0.25 million. The Retail Offer provides retail investors who are existing Shareholders with an opportunity to participate in the proposed issue of New Ordinary Shares at the same price as the Placees.

The issue price of 19 pence per New Ordinary Share represents an approximate 9.5 per cent. discount to the closing middle market price of 21 pence per Existing Ordinary Share on 15 November 2023, the last Business Day before the announcement of the Fundraising.

The issue of the New Ordinary Shares is conditional, inter alia, on Admission, which is expected to occur at 8:00 a.m. on 22 November 2023.

BACKGROUND TO AND REASONS FOR THE FUNDRAISING

Background

SkinBioTherapeutics is a life sciences business focussed on improving skin health via the microbiome with near term opportunities in anti-ageing, treatment of skin conditions such as psoriasis and acne, and wound barrier enhancement. The microbiome, which encompasses the genetic material of all microbes - bacteria, fungi, protozoa and viruses that live on and inside the human body, is a high growth area of scientific research with a major application in skin healthcare. According to a study by Data Bridge Market Research, the global skin microbiome market is expected to account for $2.2 billion in annualised revenues of microbiome-related products and technologies by 2030.

As previously announced, the Company is targeting five specific skin healthcare sectors; cosmetics skincare, food supplements for the treatment of skin conditions, medical skin care, infection control in both the home and the hospital environment and pharmaceuticals for the prescribed treatment of skin conditions. The Company is developing products to address these target sectors through five pillars;

• SkinBiotix® - the Company's core technology that is designed to promote skin health by harnessing the beneficial properties of probiotic bacteria, and the basis of the Company's lead cosmetic product.
• AxisBiotix™ - addressing the emerging area of science that is focused on the gut-skin axis and its role in various diseases.
• MediBiotix™ - targeting the use of the SkinBiotix® technology for medical device applications including the treatment of eczema and woundcare.
• CleanBiotix™ - targeting the use of the SkinBiotix® technology to address certain categories of health care acquired infections.
• PharmaBiotix™ - an extension to the medical device and AxisBiotix™ applications through a pathway of medicinal prescription registrations.

The Company will also seek deals with multinationals with a view to accelerating development of its ongoing internal projects and has early discussions in three of its "pillars".

The Company has made significant operational and strategic progress over the past year, supported by a fundraising which it completed in January 2023. Notable developments include:

• Launch of AxisBiotix-Ps™, a food supplement to alleviate the symptoms associated with Psoriasis, for sale in Spain, following initial launch in UK and USA.
• Extension of existing contract with Sederma to enable completion and assessment of SkinBiotix™ skincare studies exploring potential supplementary applications, which could enhance commercial opportunities. These studies are due to run from late 2023 into early 2024 following which the Company will look to enter into a commercial agree with Croda and expects to receive royalty revenues from this in 2024.
• Launch and first sales of AxisBiotix-Ps™ in Italy and subsequently France.
• Launch of a 60-day campaign in the UK aimed at Psoriasis sufferers.
• Early discussions with companies including multinationals with a view to commercialising SkinBioTherapeutics products.
• Commencement of a new UK consumer study into novel acne-treatment formula, in partnership with Winclove Probiotics. The Company is trialling two new formulas involving 300 participants who have acne-prone skin. Results from this study are expected in Q1 2024.

The Company's short-term priority is to further develop and commercialise its SkinBiotix® and AxisBiotix-Ps™ technologies, both of which the Directors believe have multiple applications and which benefit from faster routes to market with shorter and/or less extensive regulatory hurdles. Over the longer term, the Company will develop its MediBiotix™, CleanBiotix™ and PharmaBiotix™ technologies, which the Directors believe have the potential to service substantial addressable markets but which are deemed to have longer and/or more expensive regulatory pathways to commercialisation.

The Directors are pleased with the progress of SkinBiotix, its skin product designed to enhance the skin's natural barrier for cosmetic applications, in particular the anti-aging segment. The Company has partnered with Sederma, a subsidiary of Croda, the FTSE 100 Company with a large global portfolio of c. 12,000 customers, which has been undertaking scale up and testing of the product including extensive assessment studies on the application of the technology. During the assessment, Croda have observed unexpected technical benefits which show significant potential supplementary applications within skin care cosmetics and the parties have extended the agreement in order to be able to undertake additional studies which should complete in Q1 2024, a six month delay on the expected timings. The proposed route to commercialisation is through royalties paid to the Company by Croda on the sales of SkinBiotix as an additive to the cosmetics products and the Company is expecting to enter into a commercialisation agreement with Croda following completion of the additional trials. The Directors therefore believe that the Company is well placed to generate royalty revenues from SkinBiotix in 2024.

The Directors are pleased to report progress with AxisBiotix, targeting Psoriasis. The key objective of AxisBiotix is to use bacteria to modulate the immune system and enhance the gut barrier, targeting the relationship between the gut and skin and its role in skin conditions. Using its proprietary blend of probiotics, it is designed to slow down production of new skin cells. In February 2021, the Company completed a home-based patient study. Of participants that enrolled onto the study, 177 identified themselves as suffering from mild to moderate psoriasis. Of these, 142 commenced the study and completed the day 7 questionnaire with 91 reporting for the entire 56 day study period.

Users of the product suffering from Psoriasis reported significantly less itchy, less red and less irritable skin with fewer flaky patches. Having launched initially in the UK and USA, the Company has launched the product in a further three European countries; Spain, Italy and France.

AxisBiotix is currently marketed as a food supplement, taken daily as a single sachet dissolved in water. Further routes to market are expected through B2B and B2C channels, and the Company is currently exploring additional applications within the treatment of Acne, Contact dermatitis, Dandruff, Rosacea and overall skin health.

In October 2023, the Company announced that it intended to commence new consumer study into acne with two new formulas to be trialled to compare efficacy against the most common skin condition. The study will take place in the UK and involved 300 participants who have acne-prone skin. The products will be mailed to participants who are expected to record their experience of using the product in a weekly questionnaire over eight weeks, over which they are expected to take the product daily. A follow-up questionnaire will be provided one month after the participants stop taking their allocated product.

The study will be conducted in partnership with Winclove Probiotics and is expected to be completed commence by the end of 2023, with results in Q1 2024.

M&A Strategy

In addition to the organic growth opportunities detailed above, the Board is also seeking to grow the business through selected acquisitions, adopting a buy-and-build strategy to seek to create a specialist dermatology group targeting approximately £50m in annualised revenues and £6m in EBITDA within 18 months. The Company has identified an initial pipeline of businesses within the dermatology sector and is in discussions with selected potential targets.

The M&A strategy is intended to be conducted in two phases; with the first phase being to acquire smaller business generating revenues of between £1m and £4m, followed by a second phase of acquiring larger entities generating revenues of more than £5m. Acquisition criteria include companies that not only bring earnings accretion and scale, but also enhance the Company's R&D, manufacturing, sales and marketing channels, IP and commercial capabilities.

No funding from the Fundraising will be used for implementing the M&A strategy and the Company believes that approximately £20m of external funding would be required to implement its two-phase acquisition strategy. The Company is looking at a number of potential funding options for the M&A strategy including debt (including convertible debt) and equity instruments. No final terms have been agreed and there is no certainty that terms will be agreed and funding provided on suitable terms, or at all, to implement the strategy.

USE OF PROCEEDS

The net proceeds of the Placing are expected to be a minimum of c. £2.7 million. Any funds raised in the Retail Offer of up to £0.25 million (before expenses) will be in addition to this amount. The proceeds of the Fundraising will enable the Company to advance its oral and inflammation programmes, continue roll-out of its Axis-PS, fund its study and subsequent commercialisation of acne treatment, as well as general working capital. The Fundraising will also strengthen the Company's balance sheet to assist with negotiations on potential acquisition targets.

The net proceeds of the Fundraising are expected to be applied as follows:

The balance of any net proceeds shall be used for additional working capital. The Company will not utilise any monies raise from investors claiming VCT or EIS relief in relation to their Placing Shares for acquisitions.

The net proceeds of the Placing will be sufficient on the Company's current business plan to fund the business for at least the next 12 months.

CURRENT TRADING

As stated in the Company's trading update released on 25 October 2023, trading for the full financial year to June 2023 remains in line with market expectations. Cash at year end was £1.3m, ahead of expectations of £1.1m, and the Company continues to control its costs.

Since the year end, the Company has continued to roll out AxisBiotix-Ps with approval in France and Italy to add to the previously announced launch in Spain. The Company also continues to progress the development of the Acne product with launch of a consumer study.

As previously noted, the Company's partner, Croda is looking to undertake additional studies on SkinBiotix™ based on the discovery of significant additional bacterial activity. The studies are expected to commence in Q4 2023 with results in Q1 2024.

The Company continues to actively monitor potential accretive M&A targets and has been encouraged by its initial engagement with a number of potential targets. The Board hopes to be able to complete at least one accretive transformational acquisition in the near term, subject to being able to obtain funding on appropriate terms.

There has been no material change in trading or financial position since this trading update was announced.

THE PLACING

The Company is proposing to raise a minimum of £3.0 million before expenses by the issue of the Placing Shares at 19 pence per new Ordinary Share to certain Shareholders and new investors. The Placing Shares represent 9.5 per cent. of the existing issued share capital of the Company and will, when issued, rank pari passu with the existing Ordinary Shares in the Company.

Institutional and other investors have conditionally agreed to subscribe for the Placing Shares at the Issue Price. The Placing has not been underwritten.

The New Ordinary Shares will be issued, conditional, inter alia, on Admission and will utilise the Company's existing authorities to issue up to 17,313,885 ordinary shares on a non-preemptive basis granted at the General Meeting on 30 January 2023.

The Placing is conditional, inter alia, on:

• Admission becoming effective by no later than 8.00 a.m. on 22 November 2023 or such other date (being not later than 8.00 a.m. on 15 December 2023) as Cavendish and the Company may agree.

The Directors believe that the New Ordinary Shares to be issued pursuant to the Placing will meet the requirements of section 173 ITA for the purposes of the EIS and the Company is a Qualifying Holding and the New Ordinary Shares are eligible shares for the purposes of investment by VCTs. The Company does not propose for the Retail Offer Shares to be treated as VCT/EIS qualifying.

Under the terms of the Placing Agreement, Cavendish has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Cavendish and Cavendish may terminate the Placing Agreement in certain customary circumstances.

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 at the Issue Price. The Retail Offer is separate from the Placing and Cavendish owes the Company no obligations in respect of the Retail Offer.

The Company is therefore using the Bookbuild platform to make the Retail Offer available in the United Kingdom through the financial intermediaries (normally a broker, investment platform or wealth manager) which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/J1YRR7/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

The Retail Offer will be open to eligible investors in the United Kingdom at 8:00am on 17 November 2023. The Retail Offer is expected to close at 4:30pm on 20 November 2023. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

A separate announcement will be made by the Company regarding the Retail Offer and its terms.

Conditional on Admission taking effect, up to 1,315,789 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.25 million (before expenses). The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares (including the Placing Shares).

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references to time and dates in this document are to time and dates in London.

KEY STATISTICS

*Assuming full take up under the Retail Offer and minimum number of Placing Shares are issued. A further announcement will be issued in due course confirming the final number of shares to be issued on Admission.

DEFINITIONS

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

APPENDIX

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the placing agreement with Cavendish Securities Plc ("Cavendish") (the Company's Nominated Adviser and sole broker and bookrunner in connection with the Placing) (the "Placing Agreement"). Pursuant to the Placing Agreement, Cavendish has, subject to the terms and conditions set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares pursuant to the bookbuilding process described in this Announcement and as set out in the Placing Agreement ("Bookbuilding Process").

The Placing is not being underwritten.

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

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement ("Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 22 November 2023.

Bookbuilding Process

Participation in, and principal terms of, the Bookbuilding Process

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 7.00 a.m. on 17 November 2023, but may be closed at such earlier or later time as Cavendish may, in its absolute discretion (after consultation with the Company), determine. The announcement containing the results of the accelerated bookbuild will be released following the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Cavendish. Each bid should either state the number of Placing Shares which the prospective Placee wishes to subscribe for or a fixed monetary amount at, in either case, the Issue Price. If successful, Cavendish will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Cavendish's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and Cavendish pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in that trade confirmation.

Information to Distributors

Conditions of the Placing

The obligations of Cavendish under the Placing Agreement are conditional, amongst other things, on:

• the placing results announcement being released at the relevant time;
• the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement, and at all times during the period up to and including Admission;
• the performance by the Company in all material respects of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
• there not occurring, in the opinion of Cavendish (acting in good faith), a material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company or the Group which is material in the context of the Group taken as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of this Agreement, since the date of the Placing Agreement;
• Admission occurring not later than 8.00 a.m. on or around 22 November 2023 or such later time and/or date as Cavendish may agree in writing with the Company (but in any event no later than 8.00 a.m. on 15 December 2023).

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Cavendish), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Cavendish, the Company, any Cavendish Affiliate, nor any holding company of the Company, any subsidiary of the Company, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Skinbio Affiliate") 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

Right to terminate under the Placing Agreement

• any statement contained in the Placing Documents is, or has become, or has been discovered to be untrue, incorrect or misleading or that there has been a material omission therefrom;
• any of the warranties, was, when given, or becomes, untrue, inaccurate or misleading;
• trading in the Company's shares on AIM is suspended or cancelled;
• the appointment of Cavendish as agent of the Company is terminated for whatever reason;
• the Company or any of its directors becomes subject to an investigation by the AIM Regulation team of London Stock Exchange
• in the opinion of Cavendish (acting in good faith), there has been, (i) any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis whether or not foreseeable at the date of this Agreement, (ii) a suspension of trading in securities generally on the London Stock Exchange or New York Stock Exchange or trading is limited or minimum prices established on any such exchange; (iii) a declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK, which would or would be likely to prejudice materially the Company or the Placing, or make the success of the Placing doubtful or makes it impracticable or inadvisable to proceed with the Placing, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable, then Cavendish may, in its absolute discretion, by notice in writing to the Company (or by orally communicating the same to any director of the Company), terminate this Agreement with immediate effect.

By participating in the Placing, each Placee agrees with Cavendish that the exercise by Cavendish of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Cavendish and that Cavendish need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Cavendish, any Cavendish Affiliate nor any Skinbio Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Prospectus

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Cavendish and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Cavendish (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Cavendish Affiliate, any persons acting on its or their behalf or the Company or any Cavendish Affiliate and none of Cavendish, any Cavendish Affiliate, any persons acting on their behalf, the Company, any Skinbio Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Cavendish for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

The expected timetable for settlement will be as follows:

Admission

Representations, warranties and terms

• to indemnify on an after-tax basis and hold harmless each of the Company, Cavendish, Cavendish Affiliates and Skinbio Affiliates and any person acting on their behalf from any and all costs, losses, 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 in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;
• (i) it is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity and authority to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, Cavendish or any Cavendish Affiliate or Skinbio Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
• if it is within a Relevant State, it is an EU Qualified Investor;
• time is of the essence as regards its obligations under this Appendix;
• it will be bound by the terms of the Articles;

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Cavendish (for their own benefit and, where relevant, the benefit of any Cavendish Affiliate or Skinbio Affiliate and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, Cavendish, any Cavendish Affiliate, any Skinbio Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Cavendish will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that any of the Company or any Skinbio Affiliate or Cavendish or any Cavendish Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.

This Announcement has been issued by the Company and is the sole responsibility of the Company.

• if he is an individual, his nationality;
• such other "know your client" information as Cavendish may reasonably request.