All ThingsConsidered - Proposed Acquisition and Launch of Placing

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This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

28 June 2023

All Things Considered Group plc

("ATC", the "Company" or the "Group")

Proposed Placing and Subscription to raise approximately £4 million

Proposed Acquisition

All Things Considered Group plc (AQSE: ATC), the music company housing talent management, live booking, livestreaming and talent services, announces its intention to raise approximately £4 million in aggregate before expenses by way of a conditional Placing (the "Placing") and a subscription ("Subscription") for New Ordinary Shares in the Company at the price of 92.5 pence per share (the "Issue Price") (together the Placing and Subscription being the "Fundraise").

The net proceeds from the Fundraise will be used primarily to acquire a 60 per cent. holding in Sandbag Limited ("Sandbag") a full-service merchandise company for an initial consideration of £2.42 million (the "Acquisition"). The net proceeds from the Fundraise will also provide capital for future accretive opportunities identified across ATC's Live Events and Experience divisions and provide balance sheet strength.

Acquisition Highlights

·    The Acquisition is expected to be earnings accretive for the Company.

·    The Acquisition is expected to be a complementary business line and increase cross-selling opportunities.

·    Sandbag's experienced management team will join the Group, adding a wealth of experience.

·    Sandbag has been an industry leading, independent merchandise partner with worldwide direct to consumer distribution for 20 years and operates principally out of the UK, with an office in Los Angeles servicing the US market.

·    The team of 100 includes industry experts with decades of experience from varying sectors including Grammy Award winning product designers and e-commerce innovators.

·    Sandbag works or has worked with some of the world's most respected artists and content creators including Radiohead, ABBA, Blink-182, BTS, Daft Punk, Incubus, Mars Volta, Nine Inch Nails, Mitski, Misfits, Dolly Parton and Ru Paul on their innovative products, global touring, retail, licensing, streaming, VIP and pre-sale ticketing and e-commerce campaigns.

·    The Acquisition marks a substantial addition to the Group's client base, grows the direct to customer ('D2C') services division and provides greater capacity in the 'direct to fan' model which is increasingly being embraced by artists.

·    The Acquisition is expected to enable ATC to keep more of the 'value chain' within the Company and build an 'end to end' artist commerce business.

·    The opportunity to 'digitise' merchandise is anticipated to enable the Group to grow revenue and margins whilst also growing top line revenue in the 'offline' business.

·    The Company believe Sandbag is a strong cultural fit, given the longstanding relationship the Company's Directors have with Sandbag's management and the anticipated ease of team integration.

·    Initial consideration payable of £2.42 million for 60 per cent. of Sandbag represents a valuation multiple of 3.18x Sandbag's Adjusted Profit for the unaudited year to 31 March 2023. As part of the Acquisition terms, a put and call option arrangement is in place for the remaining 40 per cent. of Sandbag still held by the Sellers following completion of the Acquisition, further details of which are set out below.

Adam Driscoll, Chief Executive of ATC, said:

"The music industry is undergoing rapid transformation brought about by technology innovation, empowered artist expectations and changing consumer behaviours, disrupting traditional business models in a multi-billion dollar industry. This opens up substantial new opportunities for ATC, centred on providing an end-to-end service suite aligned to artists' commercial interest, a model which has underpinned our success to date. We have an exciting opportunity to accelerate our growth potential through additional investment and the acquisition of Sandbag which is expected to enhance our capacity in the 'direct to fan' service line, enabling us to capture more of the value chain, and bringing a highly complementary client base, increasing our cross-selling potential. In addition to being immediately earnings accretive, Sandbag adds a strong team with deep industry expertise and we are confident that together we will be able to capture a larger opportunity.

We are also delighted that the fundraise has provided additional capital to the Group which will enable us to expand our activities in the live sector. We have a solid pipeline of activities for the ATC Experience division that we launched last year and are excited by other opportunities in the live space where we believe we are in a strong position to use our market knowledge and access to deliver a range of events where we can build long term value ."

Mel Maxwell, Director and co-Founder of Sandbag, commented:

"We are excited by the proposition of joining the ATC family. We know the team well and have been impressed by their track record of building an innovative music business at the forefront of industry trends. Our vision for growth is aligned and we believe that by adding our 20 years of merchandise expertise to the ATC services platform, we will create an even more compelling and unique proposition for a wider base of clients and consumers."

Further details relating to the Fundraise

The Issue Price of 92.5 pence per New Ordinary Share is equal to the closing mid-market price per Existing Ordinary Share as at 27 June 2023.

Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as broker and bookrunner in respect of the Placing which will be conducted by way of an accelerated bookbuild process at the Issue Price (the "Bookbuild") and will be launched immediately following this announcement in accordance with the terms and conditions set out in Appendix II. The shares issued pursuant to the Placing (the "Placing Shares") are not being made available to the public. It is envisaged that the Bookbuild will be closed no later than 9.30 a.m. BST on 29 June 2023 but may be closed earlier, or later, at the discretion of Panmure Gordon. Details of the number of Placing Shares will be announced as soon as practicable after the closing of the Bookbuild (on 29 June 2023). The Placing is not underwritten.

Certain Directors of the Company have indicated their intention to subscribe for New Ordinary Shares for an aggregate amount of approximately £300,000 at the Issue Price. Further details will be announced as appropriate in due course. 

Mel Maxwell and Christiaan Munro, directors and co-founders of Sandbag and who are selling shareholders of Sandbag ("Relevant Sellers"), have conditionally indicated their intention to subscribe for 216,216 New Ordinary Shares at the Issue Price on completion of the Acquisition, raising gross proceeds of approximately £200,000.

The Fundraise is conditional on, inter alia, the passing of the Resolutions by the Shareholders at the General Meeting to be held at 9.00 a.m. on 17 July 2023 at The Hat Factory 166-168 Camden Street, London, NW1 9PT United Kingdom. Should Shareholder approval for the Resolutions relating to the Fundraise not be obtained at the General Meeting, neither the Placing nor the Subscription will proceed and, consequentially, the Company will not be able to complete the Acquisition.

Set out below in Appendix I is an adapted extract from the Circular that is proposed to be sent to Shareholders after the closure of the Bookbuild and which provides further information on the Company and the Placing. The Circular, containing the Notice of General Meeting will be sent to Shareholders and published on the Company's website on or around 29 June 2023.

Terms and conditions of the Bookbuild are set out in Appendix II.

The capitalised terms not otherwise defined in the text of this announcement are defined in Appendix III and the expected timetable of the principal events is set out in Appendix IV.

This summary should be read in conjunction with the full text of the following announcement. For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of the Company is Adam Driscoll, CEO.

For more information, please contact:

APPENDIX I

FURTHER INFORMATION ON THE ACQUISITION AND THE FUNDRAISE - ADAPTED EXTRACTS FROM THE CIRCULAR

1.    Introduction

The Company announces its intention to raise approximately £4 million in aggregate before expenses by way of a conditional Placing (the "Placing") and a subscription ("Subscription") for New Ordinary Shares in the Company at the price of 92.5 pence per share (the "Issue Price") (together the Placing and Subscription being the "Fundraise").

The Issue Price is equal to the mid-market price per Ordinary Share as at 27 June 2023.

The Fundraise is conditional, inter alia, on the passing of the Resolutions by Shareholders at the General Meeting, which is being convened for 9.00 a.m. on 17 July 2023. Application will be made for Admission of the New Ordinary Shares to trading on the AQSE Growth Market. It is expected that Admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 19 July 2023.

Net proceeds from the Fundraise will be used primarily to acquire a 60 per cent. holding in Sandbag, a full-service merchandise company, for an initial consideration of £2.42 million (with deferred consideration payments expected to be paid from cash resources when due). The net proceeds from the Fundraise will also provide capital for future accretive opportunities identified across ATC's Live Events and Experience divisions and provide balance sheet strength. Further details on the Acquisition and use of proceeds are set out below.

If the conditions relating to the issue of the Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued and the Company will not receive the related placing monies. In this scenario, the Subscription and the Acquisition will similarly not proceed. The Placing and the Subscription are not underwritten.

Further information about the Fundraise and the Company's current trading and prospects is set out below. 

2.    Background to the Acquisition and reasons for the Fundraise

a)    ATC Highlights

·   ATC is a music company housing talent management, live booking, livestreaming and talent services within the same group;

·   the Group is headquartered in London, with offices in Los Angeles, New York and Copenhagen. ATC is led by an experienced management team who have operated across multiple music industry sectors;

·   the Group has an established, long-standing client base which, together with innovative new offerings, gives the Directors confidence that the company is well positioned to capitalise on the opportunities emerging from a disrupted music industry;

·   strong progress since the Company's IPO in December 2021 with ATC Management and ATC Live recording best revenue numbers to date for the year to 31 December 2022 and over 70 management artists and over 470 live clients respectively, representing combined roster growth of c.20%;

·   strong traction in US artist management market following opening of New York office in 2022, including attracting new managers;

·   launch of ATC Experience to create and distribute artist-led digital and in-person experiences for global audiences, with project pipeline building; and

·   Driift's acquisition of technology and commerce platform Dreamstage, concurrent with £4 million of additional investment from Deezer.

b)    Acquisition Highlights

·    The Acquisition is expected to be earnings accretive for the Company.

·    The Acquisition is expected to work as a complementary business line and increase cross selling opportunities.

·    Sandbag's experienced management team will join the Group, adding a wealth of experience.

·    Sandbag has been an industry leading, independent merchandise partner with worldwide direct to consumer distribution for 20 years and operates principally out of the UK, with an office in Los Angeles servicing the US market.

·    The team of 100 includes industry experts with decades of experience from varying sectors including Grammy Award winning product designers and e-commerce innovators.

·    Sandbag works or had worked with some of the world's most respected artists and content creators including Radiohead, ABBA, Blink-182, BTS, Daft Punk, Incubus, Mars Volta, Nine Inch Nails, Mitski, Misfits, Dolly Parton and Ru Paul on innovative products, their global touring, retail, licensing, streaming, VIP and pre-sale ticketing and e-commerce campaigns.

·    The Acquisition marks a substantial addition to the Group's client base, grows the direct to customer services division ('D2C') and provides greater capacity in the 'direct to fan' model which is increasingly being embraced by artists.

·    The Acquisition is expected to enable ATC to keep more of the 'value chain' within the Company and build an 'end to end' artist commerce business.

·    The opportunity to 'digitise' merchandise is anticipated to enable the Group to grow revenue and margins whilst also growing top line revenue in the 'offline' business.

·    The Company believe Sandbag is a strong cultural fit, given the longstanding relationship the Company's Directors have with Sandbag's management and the anticipated ease of team integration.

·    Initial consideration payable of £2.42 million for 60 per cent. of Sandbag represents a valuation multiple of 3.18x Sandbag's Adjusted Profit for the unaudited year to 31 March 2023.

·    As part of the Acquisition terms, a put and call option arrangement is in place for the remaining 40 per cent. of Sandbag still held by the Sellers following completion of the Acquisition, further details of which are set out below.

c)    Introduction and background to Sandbag

Sandbag was established in 2002 as a full-service merchandise company that has grown organically and independently to employ more than 50 people across its offices in Los Angeles and the UK. Celebrating 20 years as an industry leading, independent merchandise partner with worldwide direct to consumer distribution, the team is comprised of industry experts with decades of experience from varying sectors including Grammy Award winning product designers and e-commerce experts.

Sandbag currently has more than 150 clients, working with some of the world's most respected and influential artists and content creators including Radiohead, ABBA, BTS and Incubus on their innovative products, their global touring, retail, licensing, streaming, VIP and pre-sale ticketing and all of their e-commerce campaigns.

d)    Financial information on Sandbag

Sandbag has a year end of 31 March. Sandbag's management accounts for the year to 31 March 2023 (subject to audit) showed revenue growth of 24.8 per cent. year-on-year to £39.57 million (2022: £31.71 million). Profit before tax improved to £1.52 million compared to £1.21 million in the prior year, driven by economies of scale achieved through some of the best sellers in the year.

The balance sheet was strengthened and total assets increased by 4.9 per cent. over the prior year to £13.6 million (2022: £13.0 million). Stock has increased in line with trade, and cash has increased on the prior year with a cash balance as of 30 March 2023 of £8.0 million (2022: £7.4 million). An extract of Sandbag's historic Turnover, Gross Profit and Profit before tax, is set out below.

Sandbag - Select Financials

UK GAAP Accounting. *Sandbag management accounts (unaudited), FY23 audit underway

e)    Rationale for the Acquisition

The acquisition of Sandbag is a significant development for the Group, expanding its client base, strengthening the Service division, and enhancing its capabilities in the 'direct to fan' sector. This strategic move brings 150 highly complementary clients to the Group, fostering growth and synergies. By keeping more of the value chain within the ATC Group, the Acquisition paves the way for building an end-to-end artist commerce business, maximising value and streamlining operations. The Acquisition is expected to be immediately earnings accretive and deliver cost saving synergies over time.

The digitalisation of merchandise presents a promising opportunity for revenue and margin growth through the Service division. The Group's ability to leverage the emerging market for 'digital collectibles' aligns with evolving consumer preferences and trends. By capitalising on this growing market segment within merchandising, the Directors believe there is an opportunity to expand revenue streams and margins whilst growing revenues from the 'offline' business.

In addition to the strategic advantages, the Directors believe the acquisition of Sandbag is a strong cultural fit, underpinned by a longstanding relationship with management. The Directors believe this compatibility will facilitate efficient integration of teams, enabling a smooth transition and collaboration of the enlarged group.

f)     Terms of the Acquisition

The Company has entered into the Acquisition Agreement with the Sellers pursuant to which it has conditionally agreed to acquire the 60 per cent. of the issued share capital of Sandbag, for an initial cash consideration of £2.42 million. The initial consideration will be satisfied in cash from the proceeds of the Fundraise. Two further deferred cash consideration payments will be made: a second consideration payment which is due to be paid shortly after the completion of the Acquisition, in an amount of £810,000, and a third consideration payment will be made following the determination of the net asset value of Sandbag as at Completion, with 60 per cent. of the amount of any positive net assets payable to the Sellers following such determination; alternatively, the amount of any negative net assets will reduce the consideration. The deferred consideration payments are expected to be met out of increased cash resources available to ATC as a result of the Acquisition.

The Acquisition Agreement is conditional upon, inter alia, the Placing Agreement becoming unconditional in all respects (save for any conditions relating to completion of the Acquisition Agreement or in respect of Admission) and certain material adverse events not occurring in respect of Sandbag prior to completion of the Acquisition.

Under the Acquisition Agreement, the Sellers have provided customary warranties, a number of indemnities in relation to specific risks and entered into a customary tax deed.  Pursuant to the Acquisition Agreement, on completion of the Acquisition (following satisfaction of all the conditions), ATC and the Sellers will enter into a shareholders' agreement which sets out a framework for the governance and management of Sandbag going forwards.

As part of the Acquisition terms, a put and call option arrangement has been agreed in relation to the remaining 40 per cent. of Sandbag held by the Sellers. The put option is exercisable by the Sellers from 1 January 2026 to 1 January 2033, and the call option is exercisable by ATC from 1 January 2027, in each case for consideration equal to 5x the average profit before tax for Sandbag for the preceding three financial years prior to exercise.  Both the put option and call option, if exercised, will apply to all the shares in the capital of Sandbag that remain owned by each Seller.

Mel Maxwell and Christiaan Munro, who are directors and co-founders of Sandbag and each a Seller, have conditionally subscribed for 216,216 New Ordinary Shares at the Issue Price under a Subscription Letter, raising gross proceeds of approximately £200,000.

Mel Maxwell and Christiaan Munro have also agreed that they will not dispose of any Subscription Shares for a period of 12 months from Admission and thereafter for a further period of 6 months will only dispose of any Subscription Shares through the Company's broker on an orderly market basis, save in certain limited circumstances.

3.    Current Trading and Prospects

The Directors believe the ATC business model continues to be attractive to artists, managers and agents. The expansion of the Group's Services division supports a position to be more engaged with artists and more involved in developing their wider business aspirations. The Directors believe that at the core of all revenues in the music industry is the connection between an artist and a fan. ATC support that connection which will enable the Group to play a greater role in 'direct to consumer' offerings and in the development of IP across emerging platforms in the future.

ATC Management has, over recent months, welcomed a number of new managers to the team. The Directors are pleased to have a number of managers joining the Group providing greater opportunity to attract new artists to the roster.

ATC's management roster stands at over 70 clients, with substantial activity taking place across 2023 for a large number of those artists. 2023 sees releases from The Hives, Amaarae, Black Country New Road, PJ Harvey, Katie Melua, O, Max Winter, Izzi de Rosa, Jungleboi, Christian Balvig, Nick Cave & Warren Ellis, The Smile, Insincere, Nix Northwest, Billie Marten, Alma, Keaton Henson, Nathan Nicholson, Fink, and others. A recent Guardian article listing the most influential album releases of 2023 included 3 of the Group's management clients.

Touring and promotional activity is accompanying many of the releases with strong sales for PJ Harvey's recently announced tour and The Hives support slot for the Arctic Monkeys garnering new fans for the band and generating excitement around their recently announced headline 2024 dates.

The Group's expansion with the opening of an office in New York in 2022 is showing positive results with Kelela and Liane La Havas being two new marquee signings based out of that location.

ATC Live continues to perform in line with management expectations following a successful 2022. Early indications for ATC Live clients for 2024 touring are positive The Group's relationship with North American agency, Arrival Artists, creates further opportunities.

ATC Experience, a new business division formed in 2022 to enable the Group to create and distribute artist-led digital and in-person experiences for global audiences, is building a development slate of projects, a number of which are gaining interest from potential international partners. The first major project for ATC Experience is in a development workshop process in New York in July and August 2023.

The Company's cash position as at 31 May 2023 stood at £1.16 million.

4.    Use of Proceeds of the Fundraise

The Directors believe the Group's diversified business model and established track record means it is well positioned to build on future organic and acquisitional growth opportunities in an evolving and fragmented music industry. The primary use of net proceeds from the Fundraise will be to fund the majority acquisition of Sandbag. The Directors believe the Acquisition provides a significant growth opportunity to add to the Group's artist to fan and direct to consumer distribution business with potential to expand the service across alternative media and merchandising opportunities.

The Directors intend to use the net proceeds from the Fundraise as follows:

o  £2.42 million - initial consideration for a 60 per cent. stake in Sandbag, an industry leading, independent merchandise partner with worldwide direct-to-consumer distribution and celebrating 20 years in the industry;

o  £1 million - to support potential further potential accretive acquisition opportunities in Live Events and develop ATC Experience which launched in 2022 with the intention of building on its long term partnerships with artists across a range of live and digital events and experiences; and

o  Balance - to provide balance sheet strength and additional development capital.

IMPORTANT NOTICES

IMPORTANT NOTICE

Notice to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). The Ordinary Shares are not appropriate for a target market of investors whose objectives include no capital loss.  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital projection, 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 Fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Panmure Gordon will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Forward Looking Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Notice to overseas persons

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in  Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

General

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous announcement made by the Company is incorporated into, or forms part of, this announcement.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the FCA, is acting as Corporate Adviser and Broker to the Company in connection with the Placing. Panmure Gordon will not be responsible to any person other than the Company for providing the protections afforded to clients of Panmure Gordon or for providing advice to any other person in connection with the Fundraise. Panmure Gordon has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Panmure Gordon for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, save that nothing shall limit the liability of Panmure Gordon for its own fraud.

APPENDIX II

TERMS AND CONDITIONS OF THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES (BEING NEW ORDINARY SHARES IN ALL THINGS CONSIDERED GROUP PLC (THE "COMPANY")) WILL BE MADE. THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY PANMURE GORDON (UK) LIMITED ("PANMURE GORDON") WHO ARE PERSONS ("PLACEES") 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 (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA") APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS"); AND WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 

ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS DOCUMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION").

THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS DOCUMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS DOCUMENT, WILL NOT BE ACCEPTED. 

THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT HAS NOT BEEN APPROVED BY THE AQUIS STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. THE DISTRIBUTION OF THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company or Panmure Gordon or any of their respective affiliates, agents, directors, officers, consultants or employees that would permit an offer of the Placing Shares or possession or distribution of this document or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this document is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

Details of the Placing Agreement and the Placing Shares

Panmure Gordon and the Company entered into a Placing Agreement earlier today, under which Panmure Gordon has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price, in order to raise  approximately £4 million in gross proceeds. The Placing is not being underwritten by Panmure Gordon or any other person.

The Placing Shares are expected to be issued on or around 19 July 2023. The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will trade under TIDM ATC with ISIN GB00BM9CMX71.

Application for admission to trading of the Placing Shares

Application will be made to the Aquis Stock Exchange ("AQSE") for admission of the Placing Shares to trading on the Access segment of the AQSE Growth Market, with admission of the Placing Shares expected to take place on 19 July 2023 ("Admission").

Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The principal terms of the Placing are as follows:

1.            Panmure Gordon is arranging the Placing as agent for, and broker to, the Company. Panmure Gordon is regulated by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the matters described in this Announcement.

2.            The price payable for the Placing Shares is fixed at 92.5 pence per share (the "Issue Price").

3.            The number of Placing Shares to be issued at the Issue Price under the Placing will be agreed between Panmure Gordon and the Company.

4.            Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by Panmure Gordon. Panmure Gordon is entitled to participate in the Placing as principal.

5.            Each Placee's allocation has been or will be confirmed to Placees orally, or in writing (which can include email), by Panmure Gordon and a trade confirmation or contract note has been or will be dispatched as soon as possible thereafter. Panmure Gordon's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Panmure Gordon and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. Except with Panmure Gordon's consent, such commitment will not be capable of variation or revocation.

6.            As noted above, each Placee's allocation will, unless otherwise agreed between the Placee and Panmure Gordon, be evidenced by a trade confirmation or contract note issued to each such Placee by Panmure Gordon. The terms and conditions of this Announcement (including this Appendix) will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with Panmure Gordon's consent will not be capable of variation or revocation from the time at which it is issued.

7.            Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Panmure Gordon (as agent for the Company), to pay to Panmure Gordon (or as Panmure Gordon 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.

8.            Except as required by law or regulation, no press release or other announcement will be made by Panmure Gordon or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

9.            Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

10.          All obligations of Panmure Gordon under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

11.          By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

12.          To the fullest extent permissible by law and the applicable rules of the FCA, neither Panmure Gordon nor any of its Affiliates or any of its officers, directors, employees, consultants or agents shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Panmure Gordon and its Affiliates and officers, directors, employees, consultants or agents shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Panmure Gordon nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Panmure Gordon's conduct of the Placing.

Conditions of the Placing

Panmure Gordon's obligations under the Placing Agreement in respect of the Placing are conditional on, inter alia:

1.            the release of this Announcement to a Regulatory Information Service by no later than 6:30 p.m. on 28 June 2023 or such later time and/or date as agreed by the Company and Panmure Gordon (being no later than the Long Stop Date));

2.            the Placing Results Announcement (as defined in the Placing Agreement) having been released to a Regulatory Information Service by no later than 9.30 a.m. on 29 June 2023 (or such later time and/or date as the Company and Panmure Gordon may agree (being not later than the Long Stop Date));

3.            the delivery by the Company to Panmure Gordon and the acceptance by Panmure Gordon of the Placing Results Agreement (as defined in the Placing Agreement) by not later than 6.00 p.m. on 28 June 2023 (or such later time and/or date as the Company and Panmure Gordon may agree (being not later than the Long Stop Date));

4.            the Application Form (as defined in the Placing Agreement) and all other documents required to be submitted in connection with the application for Admission being delivered by or on behalf of the Company to Panmure Gordon in accordance with the AQSE Rules by not later than 9.00 a.m. on 14 July 2023 (or such later time and/or date as agreed by the Company and Panmure Gordon (being no later than the Long Stop Date));

5.            the Company and the Directors having fully complied with all their respective obligations under the Placing Agreement to the extent that such obligations fall to be performed or satisfied on or prior to Admission;

6.            none of the warranties given in the Placing Agreement being untrue, inaccurate or misleading in any respect at any time between 28 June 2023 and Admission and the delivery by the Company to Panmure Gordon of the duly executed Warranty Confirmation Certificate (as defined in the Placing Agreement) on the Business Day (and by no later than 5.00 p.m. on that day) immediately preceding the date of Admission;

7.            (i) the Acquisition Agreement (as defined in the Placing Agreement) remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which the Acquisition Agreement is subject having become incapable of satisfaction and not having been waived prior to Admission; and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate the Acquisition Agreement;

8.            the Company having received signed Subscription Agreements (as defined in the Placing Agreement) together with the relevant subscription monies, from each subscribing shareholder prior to Admission;

9.            the Company delivering to Panmure Gordon the documents listed in Schedule 3 of the Placing Agreement by not later than the dates set out in such Schedule;

10.          the Company having paid to AQSE such charges as may be applicable in connection with the Admission;

11.          the authority given in clause 4 of the Placing Agreement remaining in full force and effect;

12.          no matter having arisen before Admission which might reasonably be expected to give rise to a claim under clause 9 of the Placing Agreement;

13.          Panmure Gordon not having exercised any of its rights to terminate the Placing Agreement pursuant to clause 11 of the Placing Agreement;

14.          the despatch of the Circular (as defined in the Placing Agreement) to shareholders by no later than 29 June 2023;

15.          the passing of the Resolutions at the General Meeting by the requisite majorities; and

16.          Admission becoming effective on or before, 8.00am on 19 July 2023 (or such later date as Panmure Gordon and the Company may agree but, in any event, not later than 5.00pm on the Long Stop Date) (the Admission Condition).

If: (i) any of the conditions contained in the Placing Agreement, including but not limited to those described above, are not fulfilled or (where applicable) waived by Panmure Gordon by the respective time or date where specified (or such later time or date as Panmure Gordon may notify to the Company (being not later than the Long Stop Date, which is 31 July 2023)) or (ii) any of such conditions becomes incapable of being fulfilled, 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 the Placee in respect thereof.

Panmure Gordon may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement or its Appendix. Placees will have no rights against Panmure Gordon, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Neither Panmure Gordon, the Company nor any of their respective Affiliates or officers, directors, employees, consultants or agents 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 nor for any decision they 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 Panmure Gordon.

Right to terminate the Placing Agreement

Panmure Gordon is entitled to terminate the Placing Agreement at any time prior to Admission by giving written notice to the Company in certain circumstances, including, inter alia:

1.    any of the Conditions (other than the Admission Condition) which is not waived (if capable of waiver) becomes incapable, for any reason, of being satisfied or, in the reasonable opinion of Panmure Gordon, is likely to be incapable of satisfaction before Admission; or

2.    any statement contained in any of the Placing Documents (as defined in the Placing Agreement) has become untrue or inaccurate or misleading or a new matter has arisen or a change has taken place which would, if such document were published at that time, constitute a material omission therefrom; or

3.    in the opinion of Panmure Gordon, there is a material adverse change in the financial position, business or prospects of the Group; or

4.    in the opinion of Panmure Gordon, the results of any due diligence or expert investigations and examinations conducted by or on behalf of Panmure Gordon or the Company are not, in any material respect, satisfactory with respect to the Company, the Group or Sandbag; or

5.    there has been a breach of any Warranty or any fact or circumstance has arisen which has caused any Warranty to become untrue, inaccurate or misleading in any material respect if it were repeated at any time on or before Admission by reference to the facts or circumstances subsisting at the time of repetition; or

6.    the Company has failed in any material respect to comply with the Companies Act 2006, FSMA, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation or the Prospectus Regulation Rules; or

7.    the Acquisition Agreement (as defined in the Placing Agreement) terminates or is materially breached or amended; or

8.    the Company or any of the Directors has failed to comply in any material respect with its or his obligations under the Placing Agreement; or

9.    information comes to the attention of Panmure Gordon such that in its opinion (acting in good faith), Admission would adversely affect the reputation and integrity of the AQSE or that Admission is unlikely to be granted by AQSE,

If the Placing Agreement is terminated prior to Admission then the Placing will not occur.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Panmure Gordon of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure Gordon and that Panmure Gordon need not make any reference to Placees in this regard and that neither Panmure Gordon nor any of its Affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of a prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the FCA or the AQSE 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 (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AQSE Rules (the "Exchange Information") or which it has otherwise announced by means of a Regulatory Information Service ("Publicly Available Information"). 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 that it has neither received nor relied on any other information (other than the Exchange Information/Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or Panmure Gordon or any other person and neither Panmure Gordon, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Panmure Gordon, the Company or their respective officers, directors, employees, consultants or agents. 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. Neither the Company nor Panmure Gordon are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be or constitute legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Panmure Gordon in accordance with the standing CREST settlement instructions which they have in place with Panmure Gordon.

Settlement of transactions in the Placing Shares (ISIN: GB00BM9CMX71) following Admission will take place within the system administered by Euroclear UK & International Limited ("CREST") provided that, subject to certain exceptions, Panmure Gordon reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement of the Placing Shares will be on 19 July 2023 unless otherwise notified by Panmure Gordon and Admission is expected to occur by 19 July 2023 or such later time as may be agreed between the Company and Panmure Gordon, not being later than the Long Stop Date.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Panmure Gordon (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Panmure Gordon.  Settlement will be through Panmure Gordon (UK) Limited, against CREST participant account: 4FQFQ.  For the avoidance of doubt, Placing allocations are expected to be booked with a trade date of 28 June 2023 and settlement date of 19 July 2023 in accordance with the instructions set out in the trade confirmation.

The Company will instruct its registrar to deliver the Placing Shares to the CREST account operated by Panmure Gordon as agent for the Company and Panmure Gordon will enter its delivery (DEL) instruction into the CREST system.  The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

If a Placee wishes to receive its Placing Shares in certificated form, it should contact Panmure Gordon (UK) Limited (+44 (0)20 7886 2500) as soon as possible after receipt of the allocation confirmation.

Placees who wish to receive their Placing Shares in certificated form are expected to receive their certificates for their Placing Shares within 14 days of allotment, provided payment in full has been made.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by Panmure Gordon.

Each Placee is deemed to agree that, if it does not comply with these obligations, Panmure Gordon may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Panmure Gordon's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Panmure Gordon on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Panmure Gordon such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Panmure Gordon lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that any form of 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 UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither Panmure Gordon nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to Panmure Gordon (for itself and on behalf of the Company):

1.            that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2.            that the shares in the capital of the Company are admitted to the trading on AQSE, and the Company is therefore required to publish the Exchange Information, 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 Exchange 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;

3.            that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

4.            that the exercise by Panmure Gordon of any right or discretion under the Placing Agreement shall be within the absolute discretion of Panmure Gordon and Panmure Gordon need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Panmure Gordon or the Company, or any of their respective officers, directors, consultants or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

5.            that these terms and conditions represent the whole and only agreement between it, Panmure Gordon and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, Panmure Gordon nor any of their respective officers, directors, employees, consultants or agents will have any liability for any such other information, representation or warranty, express or implied;

6.            that Panmure Gordon does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Panmure Gordon is acting for it or its clients and that it will not be responsible for providing protections to its clients;

7.            that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the UK Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or any Member State of the European Economic Area other than Qualified Investors or in circumstances in which the prior consent of Panmure Gordon has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom or any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

8.            that neither it nor, as the case may be, its clients expect Panmure Gordon to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that Panmure Gordon is not acting for it or its clients, and that Panmure Gordon will not be responsible for providing the protections afforded to customers of Panmure Gordon or for providing advice in respect of the transactions described herein;

9.            that 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 Panmure Gordon or the Company nor any of their respective Affiliates, agents, directors, officers, consultants or employees or 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 the Publicly Available Information; nor has it requested Panmure Gordon, the Company or any of their respective Affiliates, agents, directors, officers, consultants or employees or any person acting on behalf of any of them to provide it with any such information;

10.          that the only information on which it is entitled to rely on and on which it has relied upon in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, 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 and the Publicly Available Information;

11.          that neither Panmure Gordon nor the Company nor any of their respective Affiliates, agents, directors, officers, consultants or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;

12.          that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;

13.          that, unless specifically agreed with Panmure Gordon, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

14.          that it is not a national or resident of Canada, Australia, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, New Zealand,  the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, New Zealand, the Republic of South Africa or Japan;

15.          that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

16.          that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;

17.          that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Gordon may in its discretion determine and without liability to such Placee;

18.          that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Panmure Gordon or any of their respective directors, officers, employees, consultants or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

19.          that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription obligations;

20.          that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Panmure Gordon;

21.          that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the FPO; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the FPO; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

22.          that, unless otherwise agreed by Panmure Gordon, it is a qualified investor (as defined in section 86(7) of FSMA;

23.          that, unless otherwise agreed by Panmure Gordon, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

24.          it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

25.          that any money held in an account with Panmure Gordon (or its nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from Panmure Gordon's (or its nominee's) money in accordance with such client money rules and will be used by Panmure Gordon in the course of its own business and each Placee will rank only as a general creditor of the Panmure Gordon;

26.          that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

27.          that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

28.          that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;

29.          that it appoints irrevocably any director of Panmure Gordon as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

30.          that, as far as it is aware, it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

31.          that this Announcement does not constitute a securities recommendation or financial product advice and that neither Panmure Gordon nor the Company has considered its particular objectives, financial situation and needs;

32.          that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

33.          that it will indemnify and hold the Company and Panmure Gordon and their respective Affiliates, officers, directors, employees, consultants and agents 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 in this Appendix and further agrees that the Company and Panmure Gordon will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify Panmure Gordon and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee pursuant to this Announcement (including this Appendix) are given to Panmure Gordon for itself and on behalf of the Company and will survive completion of the Placing and Admission;

34.          that time shall be of the essence as regards obligations pursuant to this Appendix;

35.          that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or Panmure Gordon to provide any legal, financial, tax or other advice to it;

36.          that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that Panmure Gordon shall notify it of such amendments;

37.          that (i) it has complied with its obligations under the Criminal Justice Act 1993, and UK MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Panmure Gordon such evidence, if any, as to the identity or location or legal status of any person which Panmure Gordon may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Panmure Gordon on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Panmure Gordon may decide in its absolute discretion;

38.          that it will not make any offer to the public of those Placing Shares to be subscribed for by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);

39.          that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

40.          that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Panmure Gordon in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

41.          that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to Panmure Gordon;

42.          that Panmure Gordon owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

43.          that Panmure Gordon or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

44.          that no prospectus, admission document or other offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares; and

45.          that if it has received any confidential price sensitive information or inside information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, Panmure Gordon and their respective Affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to Panmure Gordon for themselves and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Panmure Gordon.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or Panmure Gordon 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Panmure Gordon in the event that any of the Company and/or Panmure Gordon have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Panmure Gordon accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or by any of its Affiliates, officers, directors, employees, consultants or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

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

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

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and Placees may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AQSE Growth Market.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Product Governance Requirements

1.            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) Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"); and (c) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and UK MiFID II; and (d) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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 the Product Governance Requirements); and (ii) eligible for distribution through all distribution channels as are permitted by Product Governance Requirements (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; 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 Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.

2.            For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

3.            Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX III

DEFINITIONS AND GLOSSARY

DEFINITIONS

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

APPENDIX IV

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

(1)   Each of the times and dates in the above timetable is subject to change at the absolute discretion of ATC.

(2)   All of the above times, and other time references in this document, refer to UK time.