Trading Update, New XL Contract,Proposed Fundraise

Ten Lifestyle Group plc (AIM: TENG), the global concierge platform driving customer loyalty for global financial institutions and other premium brands, announces a trading update for the year ended 31 August 2024, the win of a new Extra Large contract¹ in the USA and its intention to carry out a conditional placing to raise minimum gross proceeds of £5.5m (the "Placing") and a separate conditional retail offer (the "Retail Offer", together with the Placing, the "Fundraising") to fund the launch of the new Extra Large contract which requires operational and working capital investment.

Full Year Trading Update and Outlook

• The Group expects to report Net Revenue² for the year expected to be £62.9m (£64.4m at constant currency) (FY 2023: £63.0m), broadly in line with market expectations.
• Constant currency growth was driven by multiple contract developments and new contract wins in the year, including Medium contracts with a Private Bank in AMEA, Emirates NBD and the Global Travel Collection which commenced generating revenue in H2 2024 and will support growth in the new financial year with a full year contribution.
• Adjusted EBITDA³ expected to be £12.8m (£13.0m at constant currency), 7% ahead of prior year (FY 2023: £12.0m) and in line with market expectations.
• The Group ended the financial year with cash and cash equivalents of £9.3m (2023: £8.2m) and net cash of £3.9m (H1 2024: £1.9m; FY 2023: £3.7m).

Ten wins new Extra Large contract in the USA

• Ten has won a new multi-year contract in the USA worth over £5.0m per year initially in corporate revenue, with scope to grow, with an existing global corporate client.
• Ten will take over from the incumbent high-touch provider towards the end of H1 FY 2025, with the launch of Ten's digitally enabled concierge platform expected during H2 FY 2025.
• Given the substantial volume of existing service requirements from launch, operational and working capital investment will be necessary to support the transition and ongoing service delivery. The Group expects the early demands of working capital to be compensated across the year.
• At initial scale, the new contract underpins the current market expectations for Net Revenue and Adjusted EBITDA growth in FY 2025.

The Fundraising

The Fundraising will consist of:

• A conditional Placing of new Ordinary Shares (the "Placing Shares") at a price of 63 pence per share (the "Fundraising Price") with new and existing shareholders raising in aggregate minimum gross proceeds of £5.5m; and
• a separate conditional Retail Offer to existing shareholders of up to 500,000 new Ordinary Shares (the "Retail Offer Shares") at the Fundraising Price via the BookBuild Platform, in order to provide the Group's eligible retail investors in the United Kingdom with an opportunity to participate in the Group's fundraising plans. A separate announcement will be made regarding the Retail Offer and its terms. The Placing is not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The net proceeds of the Fundraising will be used to fund the operational and working capital investment to support the launch of the new Extra Large contract; to strengthen the Group's balance sheet; and general working capital purposes.

The Fundraising Price represents a discount of approximately 4.9 per cent. to the closing price of an Ordinary Share on 25th September 2024 (being the last practicable date prior to this announcement (the "Announcement")).

The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") to be undertaken by Singer Capital Markets Securities Limited ("Singer Capital Markets") which will be launched immediately following this Announcement. The Placing is subject to the terms and conditions set out in Appendix I of this Announcement.

The Placing and Retail Offer are conditional, inter alia, upon the approval by shareholders of certain resolutions required to facilitate the Fundraising at a general meeting of the Company, which is expected to be convened for 11.00 a.m. on 16th October 2024 at the offices of the Company, Level 9, Regent's Place, 338 Euston Road, London, England, NW1 3BG. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, neither the Placing nor the Retail Offer will proceed.

The final number of Placing Shares to be placed will be determined by Singer Capital Markets in consultation with the Group, at the close of the Bookbuild, and the result of the Placing will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild, and the allocation of the Placing Shares thereunder, will be determined by Singer Capital Markets in consultation with the Group. The book will open with immediate effect following the release of this Announcement.

¹Ten categorises its corporate client contracts based on the annualised value paid, or expected to be paid, by the corporate client for the provision of concierge and related services by Ten as: Small contracts (below £0.25m); Medium contracts (between £0.25m and £2m); Large contracts (between £2m and £5m); and Extra Large contracts (over £5m). This does not include the revenue generated from suppliers through the provision of concierge services. Medium, Large and Extra Large contracts are collectively Ten's "Material Contracts".

²Net Revenue includes the direct cost of sales relating to certain member transactions managed by the Group.

³Adjusted EBITDA is operating profit/(loss) before interest, taxation, amortization, depreciation, share-based payment expense, and exceptional items.

Alex Cheatle, Chief Executive Office of Ten Lifestyle Group plc, said;

"I am satisfied with our performance for the year ended 31st August 2024 which was broadly in line with market expectations. In the year, we secured multiple contract developments and new contract wins, launched Ten Box Office and focused on efficiency gains."

"We are delighted to announce this new Extra Large contract win with an existing global corporate client and look forward to launching our digitally enabled concierge platform in the USA during H2 FY2025. We remain focused on delivering against our digital roadmap, which includes leveraging generative AI to improve our service efficiency and quality."

"We also have a healthy pipeline of new business opportunities and are optimistic about securing further Material Contracts in H1 2025."

Ten is pleased to announce a new multi-year contract in the USA worth over £5.0m per year initially in corporate revenue with scope to grow with an existing global corporate client. Ten will take over from the incumbent high-touch provider towards the end of H1 FY 2025, with the launch of Ten's digitally enabled concierge platform expected during H2 FY 2025. The existing programme, which has serviced premium customers in the USA over several years, will be enhanced by Ten's member proposition and digital platform. From launch, it is expected to be an Extra Large contract. At initial scale, the new contract underpins the current market expectations for Net Revenue and Adjusted EBITDA for FY 2025.

Given the substantial volume of existing service requirements from launch, it will be necessary to support the transition and ongoing service delivery with operational and working capital investment, including opening a new office in the USA. The Group expects the early demands of working capital to be compensated across the year.

The Group also expects further contract wins from incumbent providers in FY 2025, of a more modest size, which would also require working capital investment. The initial operational and capital investment for new contracts are typically higher when taking over an existing programme from an incumbent provider. However, it usually follows (and is expected in this case) that the programme's value increases faster due to the existing service run rate.

The proceeds of the Fundraising will also be used to fund the operational and working capital investment to support the launch of the new Extra Large contract; strengthen the Group's balance sheet; and enable the Group to pursue its pipeline while driving future growth and reducing cost of capital. The Company will assess overall cost of capital and will consider the repayment of certain loans bearing higher interest.

Full Year Trading Update

The Group expects to report Net Revenue of £62.9m (£64.4m at constant currency) (2023: £63.0m), broadly in line with market expectations. Constant currency growth was driven by multiple contract developments and new contract wins in FY 2024, including Medium contracts with a Private Bank in AMEA, Emirates NBD and the Global Travel Collection which generated revenue in H2 2024. The full year contribution of these contracts will support further growth into FY 2025.

Adjusted EBITDA is expected to be £12.8m (£13.0m at constant currency), 7% ahead of prior year (2023: £12.0m) and in line with market expectations.

The Group ended the financial year with cash and cash equivalents of £9.3m (2023: £8.2m) and net cash of £3.9m (H1 2023: £1.9m; FY 2023: £3.7m).

In addition, Ten launched "Ten Box Office" on the Ten Digital Platform, providing members with exclusive access to premium event tickets and packages; a significant milestone in Ten's digital roadmap. Alongside this, Ten remained focused on cost and efficiency gains in the period including downsizing the London office.

Outlook & Pipeline

Ten has a healthy pipeline of new business opportunities with existing and new corporate clients.

In addition to the new Extra Large contract, Ten is optimistic about securing further Material Contracts from both incumbent competitors (market share gains) and first-time concierge service adopters (market growth) in H1 2025; and expected to launch in H2 2025.

Ten remains focused on delivering against its digital roadmap, which includes leveraging generative AI to drive personalisation, service efficiency and quality, with tech investment expected to be broadly in line with prior period.

The Board's expectations for FY 2025 remain unchanged.

Market soundings

Market soundings (as defined in MAR) were taken in respect of the Fundraising with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Group and its securities.

Information to Distributors

UK Product Governance Requirements

APPENDIX I

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX I) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION; WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (2) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Fundraising Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

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 under the UK Prospectus Regulation. 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 their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement (together, the "Placing Documents") and any Publicly Available Information and subject to any further terms set forth in the trade confirmation sent to Placees.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than this Announcement and the Publicly Available Information), representation, warranty or statement made by or on behalf of Singer Capital Markets or the Company or any other person and none of Singer Capital Markets, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). 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, financial, tax or business advice. Each Placee should consult its own legal adviser, tax adviser, financial adviser and business adviser for legal, tax, business and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The price per Ordinary Share at which the Placing Shares are to be placed is 63 pence (the "Fundraising Price"). The final number of Placing Shares will be determined by the Company and Singer Capital Markets at the close of the Bookbuild and will be set out in the executed terms of placing (the "Terms of Placing"). The timing of the closing of the book and allocations are at the discretion of the Company and Singer Capital Markets. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will be New Ordinary Shares issued and allotted by the Company. Accordingly, by participating in the Placing, Placees agree to subscribe for Placing Shares.

Application for admission to trading on AIM

An application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM.

Subject to the passing of the Resolutions, it is expected that Admission of the New Ordinary Shares will become effective at 8.00 a.m. on 17th October 2024 (or such later time or date as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on 31st October 2024) and that dealings in the Placing Shares on AIM will commence at that time.

Bookbuild

Participation in, and principal terms of, the Placing

4. To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Singer Capital Markets. Each bid should state the aggregate number of Placing Shares which the prospective Placee wishes to subscribe for at the Fundraising Price. Bids may be scaled down by Singer Capital Markets on the basis referred to in paragraph 6 below. Singer Capital Markets reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at Singer Capital Markets' absolute discretion, subject to agreement with the Company.

• The Bookbuild will open with immediate effect following release of this Announcement and is expected to close no later than 5.00 p.m. on 26th September 2024 but may be closed earlier or later at the discretion of Singer Capital Markets. Singer Capital Markets may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of Singer Capital Markets) to vary the number of Placing Shares to be issued pursuant to the Placing, in its absolute discretion.
• Allocations of the Placing Shares will be determined by Singer Capital Markets after consultation with the Company (and in accordance with Singer Capital Markets' allocation policy as has been supplied by Singer Capital Markets to the Company in advance of such consultation). Allocations will be confirmed orally by Singer Capital Markets and a trade confirmation will be despatched as soon as possible thereafter. Singer Capital Markets' oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Singer Capital Markets and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Fundraising Price in respect of each such share on the terms and conditions set out in this Appendix I and in accordance with the Articles of Association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix I (together with any such further terms and conditions that may be agreed between Singer Capital Markets and the Placee) and will be legally binding on the Placee on behalf of which it is made and except with Singer Capital Markets' consent, such commitment will not be capable of variation, termination, rescission or revocation after the time at which it is submitted.
• Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Singer Capital Markets, 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 Fundraising 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.
• To the fullest extent permissible by law, none of Singer Capital Markets, SCM Advisory, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (whether in contract, tort or otherwise) to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Singer Capital Markets, SCM Advisory, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Singer Capital Markets' conduct of the Placing or of such alternative method of effecting the Placing as Singer Capital Markets and the Company may agree.
• The Placing Shares will be issued subject to the terms and conditions of this Appendix I and each Placee's commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Singer Capital Markets' conduct of the Placing.

Conditions of the Placing

The Placing is conditional, amongst others, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of Singer Capital Markets and SCM Advisory under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):

• the AIM Application and all other documents required to be submitted with the AIM Application, together with a cheque for the AIM fee (as defined in the AIM Rules) being delivered to the London Stock Exchange not later than 5.00 p.m. on 11th October 2024;
• the posting of the Circular by the Company by no later than 30th September 2024;
• the passing of the Resolutions at the General Meeting;
• the authorities given to Singer Capital Markets and SCM Advisory remaining in full force and effect;
• none of the warranties or undertakings given in the Placing Agreement being or having become untrue, inaccurate or misleading at any time before Admission, and no fact or circumstance having arisen which would constitute a breach of any of the Warranties or undertakings given in the Placing Agreement or which would constitute a specified event;
• there having been no material adverse change prior to Admission;
• the Placing Agreement not having been terminated prior to Admission;
• the execution by the Company and SCM of the placing supplement setting out the final number of Placing Shares to be issued at the Fundraising Price pursuant to the Placing and the allocation of such Placing Shares to Placees by no later than 5.00 p.m. on 26th September 2024 (or such other time and/or date as the Company and Singer Capital Markets may agree);
• Admission occurring by not later than 8.00 a.m. on 17th October 2024 (or such later date as the Company, Singer Capital Markets and SCM Advisory may agree, in any event being not later than 8.00 a.m. on 31st October 2024) (the "Long Stop Date"),
• the allotment of the New Ordinary Shares by the Board, conditional only upon Admission, by 3.00 p.m. on 16th October 2024 (or such later time as may be agreed between the Company, Singer Capital Markets and SCM Advisory, being not later than the Long Stop Date) and the issue of such New Ordinary Shares; and
• the delivery by the Company of certain customary documents to Singer Capital Markets as required under the terms of the Placing Agreement.

Singer Capital Markets and SCM Advisory may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of its obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof, save in respect of Conditions 1, 3, 10 and 11 above. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix I.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by Singer Capital Markets by the relevant time or date specified (or such later time or date as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on 31st October 2024); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

None of Singer Capital Markets, SCM Advisory nor the Company, nor any of their respective affiliates, agents, directors, officers or employees 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 they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing (or any part of it), nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally (or any part of it), and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Singer Capital Markets and SCM Advisory. Placees will have no rights against Singer Capital Markets or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate under the Placing Agreement

Singer Capital Markets and SCM Advisory are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things) in the event that:

• the Company has failed to comply with their obligations under this Agreement, the Companies Act, the FSMA, the AIM Rules or other applicable law in any respect which is material;
• there shall have been, occurred, happened or come into effect any event or omission which (in the opinion of Singer Capital Markets or SCM Advisory) materially and adversely affects or might reasonably be expected to (in the opinion of Singer Capital Markets or SCM Advisory) materially and adversely affect the financial position and/or prospects of the Group, or which in the opinion of Singer Capital Markets and/or SCM Advisory, is or will be or may be prejudicial to the Company or to the Fundraising or to the subscription for the Placing Shares by Placees; or
• there shall have occurred any change in national or international financial, monetary, economic, political, environmental, or stock market conditions which, in the opinion of either the Singer Capital Markets and/or SCM Advisory will, is or is likely to be, prejudicial to the Group or to the Fundraising or to the subscription for the Placing Shares by Placees; or
• the appointment of either Singer Capital Markets or SCM Advisory as agent of the Company is terminated for any reason; or
• the Group's situation is such that Admission may, in the opinion of SCM Advisory, be detrimental to the ordinary operation or reputation of AIM,

By participating in the Placing, each Placee agrees that (i) the exercise by Singer Capital Markets and/or SCM Advisory of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of Singer Capital Markets and/or SCM Advisory and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by Singer Capital Markets of the allocation and commitments following the close of the Bookbuild.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BJLPH056) following Admission will take place within the system administered by Euroclear UK & International Limited ("CREST"), subject to certain exceptions. Singer Capital Markets reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to them at the Fundraising Price, the aggregate amount owed by such Placee to Singer Capital Markets and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with Singer Capital Markets.

It is expected that settlement in respect of the Placing Shares will take place in respect of the Placing Shares on 17th October 2024 (or such later date as the Company and Singer Capital Markets may agree in writing, being no later than 31st October 2024).

Representations, warranties, undertakings and acknowledgements

1. it has read and understood this Announcement in its entirety and that its participation in the Bookbuild and the Placing and 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 (together with any such further terms and conditions that may be agreed between Singer Capital Markets and the Placee) 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 and the Publicly Available Information;

• it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix I) and any Publicly Available Information;
• 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 MAR and rules and regulations of the London Stock Exchange (including the AIM Rules) (collectively, the "Exchange Information") which includes a description of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;
• it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;
• to be bound by the terms of the Articles of Association;
• the person whom it specifies for registration as holder of the Placing Shares will be:
• itself; or
• its nominee, as the case may be. Neither Singer Capital Markets or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify Singer Capital Markets and the Company on an after-tax basis in respect of any Indemnified Taxes;
• none of Singer Capital Markets, SCM Advisory nor any of its affiliates, agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;
• time is of the essence as regards its obligations under this Appendix I;
• it will not distribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not distributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;
• it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Singer Capital Markets nor the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation or research note) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
• in making any decision to subscribe for Placing Shares it:
• will not look to Singer Capital Markets for all or part of any such loss it may suffer;
• is able to sustain a complete loss of an investment in the Placing Shares;
• has no need for liquidity with respect to its investment in the Placing Shares;
• it may be asked to disclose in writing or orally to Singer Capital Markets:
• if he or she is an individual, his or her nationality; or
• if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation;
• it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA;
• it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix I on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Singer Capital Markets may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Fundraising Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
• any money held in an account with Singer Capital Markets on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Singer Capital Markets' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
• that, as far as it is aware it is not acting in concert (within the meaning given in the City Code) with any other person in relation to the Company that would result in it (or any person(s) acting in concert with it) having to make a mandatory offer for the Company in accordance with Rule 9 of the City Code as a result of participating in the Placing;
• it has not done, and will not do, anything in relation to the Placing which has resulted in or could result in any person being required to publish a prospectus in relation to the Company or to any Placing Shares in accordance with FSMA or the UK Prospectus Regulation or in accordance with any laws applicable in any part of the European Union or the EEA;

Taxation

All times and dates in this Announcement (including this Appendix I) may be subject to amendment. Singer Capital Markets shall notify the Placees and any person acting on behalf of the Placees of any changes.

APPENDIX II

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