Genus : Proposed placing to raise approximately £68m

RNS Number : 7319J Genus PLC

06 December 2018

The informa on contained within this announcement is deemed by the Company to cons tute inside informa on as s pulated under the Market Abuse Regula on (EU) No. 596/2014. Upon the publica on of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTHOARFARINCYA

OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

6 December 2018

Genus plc

('Genus', the 'Company' or the 'Group')

Proposed placing to raise approximately £68 million

Genus plc (LSE: GNS),a leading global animal gene cs company, today announces its inten on to raise approximately £68 million, before expenses, by way of a condi onal placing (the "Placing") with exis ng and new ins tu onal investors to reduce the Company's net debt posi on and to provide balance sheet flexibility to con nue to capture growth opportunities following a series of acquisitions and capex investments in recent years.

Peel Hunt LLP ("Peel Hunt") and Liberum Capital Limited ("Liberum") are ac ng as joint bookrunners (together, the "Joint Bookrunners") in respect of the Placing.

Highlights

• · The Placing is being conducted via an accelerated bookbuild, pursuant to which the Company intends to raise gross proceeds of approximately £68 million. The accelerated bookbuild will be launched immediately following this announcement and the Placing is subject to the terms and condi ons set out in the appendix to this announcement.

• · The Placing will comprise a placing of 3,097,200 new ordinary shares in the Company ("Placing Shares") at 2,200 pence per share (the "Placing Price").

• · The Placing equates to 5 per cent. of the Company's issued share capital and is being conducted under exis ng authori es to allot shares granted at the AGM on 15 November 2018 and as such there is no requirement for shareholder approval at a general meeting.

• · Applica on will be made to the Financial Conduct Authority for admission of the Placing Shares to lis ng on the premium lis ng segment of the Official List and to the London Stock Exchange for admission to trading of the Placing Shares on the London Stock Exchange's main market for listed securities (together "Admission").

• · Admission is expected to occur at 8.00 a.m. on 12 December 2018 (or such other date as the Company, Peel Hunt and Liberum may agree, being no later than 19 December 2018).

In the last five years Genus has invested in excess of £180 million on capex and acquisi ons, funded through internally generated cash flow and the Group's financing facilities. Examples of this investment include:

• · the acquisitions of Génétiporc and Hermitage Genetics to strengthen the PIC business;

• · the strategic collabora on with Avlscenter Møllevang A/S, strengthening the PIC business further, its supply chain and its genetics;

• · the successful development of the IntelliGen semen sexing technology and the global launch of Sexcel®;

• · the in-licensing of exclusive, global rights to intellectual property rela ng to Porcine Reproduc ve and Respiratory Syndrome Virus resistance ("PRRSv") and the ongoing investment in the PRRSv-resistance development programme;

• · the acquisition of In Vitro Brasil S.A. relating to the production of elite bovine embryos; and

• · the creation of the De Novo Genetics joint venture, now producing over 50% of ABS's bovine genetics.

As reported in the Company's preliminary results, Genus' net debt at 30 June 2018 was £108.5 million and the ra o of net debt to EBITDA was 1.4x, comfortably below the covenant on the Company's credit facili es of 3.0x. The collabora on with Møllevang and the increased rate of capital expenditure over the coming few years highlighted at the Genus Capital Markets Day in June 2018 are expected to increase the ra o of net debt to EBITDA to closer to 2.0x. This level of leverage may start to constrain the Company's strategic approach towards inorganic growth and investment in the business. Management see con nued opportuni es to strengthen and grow further the Genus business through acquisition and business development transactions. Following the proposed Placing, the ratio of net debt to EBITDA is expected to be in the region of 1.0x.

As previously disclosed, Genus an cipates a number of specific investment and capex ini a ves over the next three

As previously disclosed, Genus an cipates a number of specific investment and capex ini a ves over the next three years including:

• · expansion of the ABS bovine supply chain through the development of bio-secure and modern facili es on land recently acquired in Wisconsin;

• · upfront considera on (paid in July 2018 from the Company's exis ng facility) and deferred considera on for the Møllevang collaboration;

• · expansion of PIC nucleus herd facilities to manage increased global demand for PIC's porcine genetics, including facilities dedicated to the PRRSv-resistance programme; and

• · replacement of the Group's multiple legacy ERP systems with a single modern integrated Enterprise System based on Microsoft Dynamics 365.

The person responsible for the release of this announcement on behalf of Genus plc is Stephen Wilson, Group Finance Director.

Enquiries

Genus plc

Tel: [phone]

Karim Bitar, Chief Executive

Stephen Wilson, Group Finance Director

Peel Hunt (Joint Bookrunner)

Tel: [phone]

Dr. Christopher Golden Oliver Jackson

Jock Maxwell Macdonald

Liberum Capital (Joint Bookrunner)

Tel: [phone]

Clayton Bush

Joshua Hughes

Buchanan Charles Ryland Chris Lane Sophie WillsTel: [phone]

About Genus

Genus is a world-leading animal gene cs company. Genus creates advances to animal breeding and gene c improvement by applying biotechnology and sells added value products for livestock farming and food producers. Its technology is applicable across livestock species and is currently commercialised by Genus in the dairy, beef and pork food production sectors.

Genus's worldwide sales are made in over seventy-five countries under the trademarks 'ABS' (dairy and beef caNle) and 'PIC' (pigs) and comprise semen, embryos and breeding animals with superior gene cs to those animals currently in farms. Genus's customers' animals produce offspring with greater produc on efficiency, and quality, and use these to supply the global dairy and meat supply chains.

The Group's compe ve edge has been created from the ownership and control of proprietary lines of breeding animals, the biotechnology used to improve them and its global supply chain, technical service and sales and distribution network.

With headquarters in Basingstoke, United Kingdom, Genus companies operate in over twenty-five countries on six continents, with research laboratories located in Madison, Wisconsin, USA.

IMPORTANT NOTICES

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

Members of the public are not eligible to take part in the Placing. All offers of the Placing Shares will be made pursuant to an exemp on under Direc ve 2003/71/EC (and amendments thereto, including Direc ve 2010/73/EC (the "2010 PD Amending Directive") to the extent implemented, and including any relevant implemen ng measure, in the relevant member state of the European Economic Area ("EEA")) (the "Prospectus Directive"), from the requirement to produce a prospectus for offers of the Placing Shares. This Announcement and the terms and condi ons set out in the Appendix to this Announcement are for informa on purposes only and are directed only at: (a) persons in member states of the EEA who are qualified investors within the meaning of Ar cle 2(1)(e) of the Prospectus Direc ve and amendments thereto ("Qualified Investors") (b) persons in the United Kingdom, who are Qualified Investors and (i) investment professionals falling within Ar cle 19(5) of the Financial Services and Markets Act 2000 (Financial Promo on) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associa ons and other persons falling within Ar cle 49(2)(a) to (d) of the Order; and (c) persons to whom it may otherwise by lawfully communicated (all such persons together being referred to as ("Relevant Persons").

This Announcement and the terms and condi ons set out in the Appendix to this Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment ac vity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distribu ng this Announcement must sa sfy themselves that is lawful to do so. This Announcement is for informa on only and does not cons tute an offer to sell, or a solicita on of an offer to buy or otherwise acquire, any securi es in any jurisdiction. Persons needing advice should consult an independent financial adviser.

The distribu on of this Announcement and the offering, Placing and/or issue of the Placing Shares in certain jurisdic ons may be restricted by law. No ac on has been taken by the Company, the Joint Bookrunners or any of their respec ve affiliates that would permit an offer of the Placing Shares or possession or distribu on of this Announcement or any other offering or publicity material rela ng to such Placing Shares in any jurisdic on whereAnnouncement or any other offering or publicity material rela ng to such Placing Shares in any jurisdic on where ac on for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement is for informa on purposes only and shall not cons tute an offer to sell or issue or the solicita on of an offer to buy, subscribe for or otherwise acquire securi es in any jurisdic on in which any such offer or solicita on would be unlawful. Any failure to comply with this restric on may cons tute a viola on of the securities laws of such jurisdictions.

This Announcement or any part of it does not cons tute or form part of any offer to issue or sell, or the solicita on of an offer to acquire, purchase or subscribe for, any securi es in the United States (including its territories and possessions, any state of the United States (the "United States" or "US"), Australia, New Zealand, Canada, South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been and will not be registered under the US Securi es Act of 1933, as amended (the "Securi=es Act"), or under the securi es laws or with any securi es regulatory authority of any state or other jurisdic on of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred in the United States except pursuant to an exemp on from, or in a transac on not subject to, the registra on requirements of the Securi es Act and the securi es laws of any relevant state or jurisdic on of the United States. There is no inten on to register any por on of the offering in the United States or to conduct a public offering of securities in the United States. There will be no public offering of the Placing Shares in the United States.

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

This Announcement is not for publica on or distribu on, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securi es for sale into the United States. The securi es referred to herein have not been and will not be registered under the U.S. Securi es 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.

By par cipa ng in the Bookbuild and the Placing, each person who is invited to and who chooses to par cipate in the Placing (each a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its en rety, to be par cipa ng, making an offer and acquiring Placing Shares on the terms and condi ons contained in the Appendix to this Announcement and to be providing the representa ons, warran es, indemni es, acknowledgements and undertakings contained in the Appendix to this Announcement.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expecta ons rela ng to its future financial condi on, performance, strategic ini a ves, objec ves and results. Forward-looking statements some mes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, domes c and global economic business condi ons, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authori es, the effect of compe on, infla on, defla on, the ming effect and other uncertain es of future acquisi ons or combina ons within relevant industries, the effect of tax and other legisla on and other regula ons in the jurisdic ons in which the Company and its respec ve affiliates operate, the effect of vola lity in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ra ngs; the effect of opera onal risks; and the loss of key personnel. As a result, the actual future financial condi on, performance and results of the Company may differ materially from the plans, goals and expecta ons set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regula on, the Company expressly disclaims any obliga on or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expecta ons with regard thereto or any changes in events, condi ons or circumstances on which any such statement is based.

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.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is ac ng for the Company in connec on with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protec ons afforded to clients of Peel Hunt LLP nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is ac ng for the Company in connec on with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protec ons afforded to clients of Liberum Capital Limited nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

No representa on or warranty, express or implied, is or will be made as to, or in rela on to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respec ve affiliates or their or their respec ve affiliates' agents, directors, officers and employees, respec vely, as to, or in rela on to, the accuracy or completeness of this Announcement or any other wriNen or oral informa on made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

This Announcement does not cons tute a recommenda on concerning any investor's op ons with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor orcontents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospec ve investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Placing Shares to be issued or sold pursuant to the Placing will not be admiNed to trading on any stock exchange other than the London Stock Exchange.

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.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU (THE2"010 PD AMENDING DIRECTI"V)E, TO THE EXTENT IMPLEMENTED, AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMICEEAR")E)A (" (THE "PROSPECTUS DIRECTIV")E, FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS ANNOUCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECQTUIAVLEIFI(E"D INVESTORS"); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THEO"RDER"), OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; AND (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED RTEOLEAVAS N"T PERSONS").

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) 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 THE UNITED STATES, AUSTRALIA, NEW ZEALAND, ANY PROVINCE OR TERRITORY OF CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Direc ve 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Ar cles 9 and 10 of Commission Delegated Direc ve (EU) 2017/593 supplemen ng MiFID II; and (c) local implemen ng measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compa ble with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterpar es, each as defined in MiFID II; and (ii) eligible for distribu on through all distribu on channels as are permi;ed by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protec on; and an investment in Placing Shares is compa ble only with investors who do not need a guaranteed income or capital protec on, who (either alone or in conjunc on with an appropriate financial or other adviser) are capable of evalua ng 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 restric ons in rela on to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 cons tute: (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 Placing Shares.

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

This Announcement is for informa on purposes only and does not cons tute an offer to sell or issue or the solicita on of an offer to buy or subscribe for any Placing Shares in any jurisdic on in which any such offer or solicitation would be unlawful.

All offers of the Placing Shares will be made pursuant to an exemp on under the Prospectus Direc ve from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of FSMA does not apply.

The Placing Shares referred to in this Announcement have not been and will not be registered under the U.S. Securi es Act of 1933, as amended (the "Securities Act") or under the securi es laws of any state or other jurisdic on of the United States, and may not be offered, sold, pledged or transferred in, the United States except pursuant to an exemp on from the registra on requirements of the Securi es Act and the securi es laws of any relevant state or jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States.

The distribu on of this Announcement and the Placing and/or issue of the Placing Shares in certain jurisdic ons may be restricted by law. No ac on has been taken by the Company, the Joint Bookrunners or any of their respec ve affiliates that would permit an offer of the Placing Shares or possession or distribu on of this Announcement or any other offering or publicity material rela ng to such Placing Shares in any jurisdic on where ac on for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement should be read in its en rety. In par cular, you should read and understand the informa on provided in the "Important Notices" section of this Announcement.

By par cipa ng in the Bookbuilding Process (as defined below) and the Placing, Placees will be deemed to have read and understood this Announcement in its en rety, to be par cipa ng, making an offer and subscribing for Placing Shares on the terms and condi ons contained in this Appendix and to be providing the representa ons, warran es, indemni es, acknowledgements and undertakings contained in this Appendix. In par cular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things), that:

1. it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and

2. in the case of a Relevant Person in a member state of the EEA who subscribes for any Placing Shares pursuant to the Placing:

• (A) it is a Qualified Investor; and

• (B) in the case of any Placing Shares subscribed for by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive,

(1) the Placing Shares subscribed for by it in the Placing have not been subscribed for on behalf of, nor have they been subscribed for with a view to their offer or resale to, persons in any member state of the EEA other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

(2) where Placing Shares have been subscribed for by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3. it is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and

4. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix; and

5. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is either (i) outside the United States subscribing for the Placing Shares in an offshore transaction as defined in and in accordance with Regulation S under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("Rule 144A").

No prospectus

No prospectus or other offering document has been or will be submiNed to be approved by the FCA in rela on to the Placing and Placees' commitments will be made solely on the basis of the informa on contained in this Announcement, the announcement of the number of Placing Shares and the pricing of the Placing through a Regulatory Informa on Service (the "Placing Results Announcement") and any informa on publicly announced through a Regulatory Informa on Service (as defined in the lis ng rules of the FCA (the "Lis=ng Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Informa=on") and subject to any further terms set forth in the contract note or trade confirma on sent to individual Placees. Each Placee, by par cipa ng in the Placing, agrees that it has neither received nor relied on any informa on, representa on, warranty or statement made by or on behalf of the Joint Bookrunners or the Company other than the Publicly Available Informa on and none of the Joint Bookrunners, the Company nor any person ac ng on such person's behalf nor any of their respec ve affiliates has or shall have any liability for any Placee's decision to par cipate in the Placing based on any other informa on, representa on, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own inves ga on of the business, financial or other posi on of the Company in accep ng a par cipa on in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Company and each of the Joint Bookrunners have entered into the Placing Agreement under which the Joint Bookrunners have severally undertaken, on the terms and subject to the condi ons set out in the Placing Agreement, to use reasonable endeavours to procure Placees for the Placing Shares. For the avoidance of doubt, the Placing is not being underwritten by either of the Joint Bookrunners.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the exis ng ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distribu ons declared, made or paid in respect of such Ordinary Shares aUer the date of issue of the Placing Shares.

Lock-up

As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a period of 60 days aUer Admission without the prior wriNen consent of the Joint Bookrunners. This agreement is subject to certain customary exceptions.

Application for admission to listing and trading