THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
about the contents of this document or about what action to take, you should consult your stockbroker,
bank manager, solicitor, accountant or other appropriate independent professional adviser authorised under
FSMA (as amended) if resident in the United Kingdom or, if not, from another appropriately authorised
independent ﬁnancial adviser in the relevant jurisdiction.
If you have sold or otherwise transferred all of your shares in ADVFN plc, prior to the Ex-Entitlement Date please forward
this document, together with, if relevant, the Application Form, to the person through whom the sale or transfer was
effected, for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of yourshares in ADVFN plc, please immediately contact the person through whom the sale or transfer was effected.
The distribution of this document and/or any accompanying documents into a jurisdiction other than the United Kingdom
may be restricted by law or regulation and therefore such documents should not be distributed, forwarded to ortransmitted in or into the United States of America, Canada, Australia, Japan or the Republic of South Africa, or into
any other jurisdiction where the extension of the Open Offer would breach any applicable law or regulation. If you havesold or transferred part of your holding of Existing Ordinary Shares prior to the Ex-entitlement Date, you are advised toconsult your stockbroker, bank or other agent through whom the sale or transfer was effected and refer to the
instructions regarding split applications set out in the accompanying Application Form.
The Open Offer does not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA
and accordingly this document does not constitute a prospectus for the purposes of the Prospectus Rules made by
the Financial Conduct Authority of the United Kingdom pursuant to sections 73A(1) and (4) of FSMA and has not been
pre-approved by the FCA pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities
commission or any other authority or regulatory body and its content has not been approved for the purposes ofsection 21 of FSMA. In addition, this document does not constitute an admission document drawn up in accordancewith the AIM Rules for Companies.

ADVFN plc
(incorporated and registered in England and Wales under number 02374988)

Open Offer of up to 20,676,322 Open Offer Shares at an issue price of
33 pence per Ordinary Share and up to 6,892,107 Open Offer Warrants
to subscribe for Ordinary Shares
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk
tends to be attached than to larger or more established companies. A prospective investor should be awareof the risks of investing in such companies and should make the decision to invest only after carefulconsideration and, if appropriate, consultation with an independent ﬁnancial adviser. AIM securities are notadmitted to the Ofﬁcial List of the Financial Conduct Authority.
You should read the whole of this document. Your attention is drawn, in particular, to the “Important Information”
section of this document, the letter from the Chair of ADVFN plc set out in Part I of this document which explains the
background to, and reasons for the Open Offer. In addition, your attention is drawn to Part II – Risk Factors whichcontains certain general and speciﬁc risks and uncertainties in relation to the Company that should be considered byprospective investors when considering whether or not to make an investment in the securities of the Company.
Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It
is expected that Admission will become effective and that dealings in the Open Offer Shares will commence on AIM on
23 December 2022. The Open Offer Shares will rank pari passu in all respects with the Existing Ordinary Shares. The
Open Offer Warrants will not be admitted to trading on any stock exchange.
The Company and the Directors, whose names are set out on page 8, accept responsibility, both collectively andindividually, for the information contained in this document. To the best of the knowledge and belief of the Directors(who have taken all reasonable care to ensure that such is the case), the information contained in this document is inaccordance with the facts and does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or make any representations other than those contained in thisdocument and, if given or made, such information or representations must not be relied on as having been so authorised.
The delivery of this document shall not, under any circumstances, create any implication that there has not been any
change in the affairs of the Company since the date of this document or that the information is correct as of any
subsequent time.
This document is dated 6 December 2022.

IMPORTANT INFORMATION
Beaumont Cornish Limited (“Beaumont Cornish”), which is authorised and regulated in the United Kingdom
by the FCA and is a member of the London Stock Exchange, is the Company’s nominated adviser for the
purposes of the AIM Rules. Beaumont Cornish is acting exclusively for the Company and will not regard
any other person (whether or not a recipient of this document) as a client and will not be responsible toanyone other than the Company for providing the protections afforded to its clients nor for providing advice
in relation to the contents of this document or any other matter referred to herein. Beaumont Cornish’s
responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed
to the London Stock Exchange and not to any other person and in particular, but without limitation, in respectof their decision to acquire Open Offer Shares or Open Offer Warrants in reliance on any part of thisdocument. Beaumont Cornish has not authorised the contents of this document for any purpose and noliability whatsoever is accepted by Beaumont Cornish nor does it make any representation or warranty,
express or implied, as to the accuracy of any information or opinion contained in this document or for theomission of any information. Beaumont Cornish expressly disclaims all and any responsibility or liability
whether arising in tort, contract or otherwise which it might otherwise have in respect of this document.
Peterhouse House Capital Limited (“Peterhouse”), which is authorised and regulated in the United Kingdom
by the FCA and is a member of the London Stock Exchange, is the Company’s broker for the purposes of
the AIM Rules. Peterhouse is acting exclusively for the Company and will not regard any other person(whether or not a recipient of this document) as a client and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor for providing advice in relation to thecontents of this document or any other matter referred to herein. Peterhouse has not authorised the contentsof this document for any purpose and no liability whatsoever is accepted by Peterhouse nor does it makeany representation or warranty, express or implied, as to the accuracy of any information or opinion containedin this document or for the omission of any information. Peterhouse expressly disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respectof this document.
No representation, responsibility or warranty, expressed or implied, is made by ADVFN plc, Beaumont
Cornish, Peterhouse or any of their respective directors, ofﬁcers, employees or agents as to any of thecontents of this document in connection with the Open Offer or any other matter referred to in this document.

Notice to overseas persons
The distribution of this document and/or the Application Form in jurisdictions other than the United Kingdom
may be restricted by applicable laws or regulations. This document does not constitute an offer to sell or aninvitation to subscribe for, or solicitation of an offer to subscribe for or buy Open Offer Shares to any person
in any jurisdiction to whom it is unlawful to make such offer or solicitation.
Neither the Open Offer Shares nor the Open Offer Warrants have been, and will not be, registered under
the Securities Act or qualiﬁed for sale under the laws of any state of the United States or under the applicablelaws of any of Canada, Australia, Japan or the Republic of South Africa and, subject to certain exceptions,
may not be offered or sold in the United States or to, or for the account or beneﬁt of, US persons (as suchterm is deﬁned in Regulation S under the Securities Act) or to any national, resident or citizen of Canada,
Australia, Japan or Republic of South Africa.
In respect of the offering in Israel of the securities offered hereunder, this document has not been approvedby the Israeli Securities Authority, and that any offer in Israel is limited exclusively to special types of investors
enumerated in the ﬁrst schedule of the Israeli Securities Law, 5728-1968 (known as “Qualiﬁed Investors”)
and to certain non-qualiﬁed investors, as permitted under such Law. Further, the Company may require, asa condition to the purchase of the offered securities by an Israeli offeree, that such offeree executes additional
agreements and certiﬁcations, and provides such additional information, as may be required to comply with
Israeli law. This document may not be reproduced or used for any other purpose, nor be furnished to any
person in Israel other than those to whom copies have been speciﬁcally provided by the Company. Bypurchasing securities offered hereunder, any such offeree conﬁrms that it is purchasing the same for its own
beneﬁt and account, and not with the aim or intention of distributing or offering such securities to otherparties. All offerees are encouraged to seek competent investment advice from a locally licensed investment
advisor prior to making any investment.
2

Neither the Open Offer Shares nor the Open Offer Warrants have been and will not be registered under theUnited States Securities Act of 1933, as amended, or under the applicable securities laws of any state orother jurisdiction of the United States or qualiﬁed for distribution under any applicable securities laws in any
other Restricted Jurisdiction. The Open Offer Shares may not be offered, sold, taken up, resold, transferredor delivered, directly or indirectly, within, into or in the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and incompliance with the securities laws of any state or other jurisdiction of the United States. The Open Offer
Shares and Open Offer Warrants are being offered and sold either: (i) outside the United States in offshoretransactions within the meaning of, and in accordance with, the safe harbour from the registration
requirements in Regulation S under the Securities Act; or (ii) in the United States in private placementtransactions not involving any public offering in reliance on the exemption from the registration requirementsof Section 5 of the Securities Act provided by Section 4(2) under the Securities Act or another applicable
exemption therefrom. There will be no public offer of the Open Offer Shares in the United States.
None of the Open Offer Shares nor Open Offer Warrants, the Application Form, this document nor any otherdocument connected with the Open Offer has been or will be approved or disapproved by the United States
Securities and Exchange Commission nor by the securities commissions of any state or other jurisdictionof the United States or any other regulatory authority, nor have any of the foregoing authorities or any
securities commission passed upon nor endorsed the merits of the offering of the Open Offer Shares orOpen Offer Warrants, the Application Form nor the accuracy or adequacy of this document nor any otherdocument connected with the Open Offer. Any representation to the contrary is a criminal offence.
The ability of Qualifying Shareholders to participate in the Open Offer may be restricted in certain jurisdictions.
The attention of Overseas Shareholders is drawn to paragraph 6 of Part III “Terms and conditions of theOpen Offer” of this document.

Cautionary note regarding forward-looking statements
This document may contain statements about the Company that are or may be “forward-looking
statements”. All statements, other than statements of historical facts, included in this document may be
forward-looking statements and are subject to, inter alia, the risk factors described in Part II (“Risk factors”)
of this document. Without limitation, any statements preceded or followed by, or that include, the words“targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “anticipates”, “estimates”,“projects”, “would”, “could”, “continue”, “potential” or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include statements relating to thefollowing: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, ﬁnancial condition, dividend policy, losses and future prospects and (ii) business andmanagement strategies and the expansion and growth of the operations of the Company. These forwardlooking statements are not guarantees of future performance and have not been reviewed by the auditorsof the Company. These forward-looking statements involve known and unknown risks, uncertainties andother factors which may cause the actual results, performance or achievements of any such person, or
industry results, to be materially different from any results, performance or achievements expressed or
implied by such forward-looking statements. These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of such persons and the environment inwhich each will operate in the future. Investors should not place undue reliance on such forward-looking
statements and, save as is required by law or regulation (including to meet the requirements of the AIM
Rules), the Company does not undertake any obligation to update publicly or revise any forward-looking
statements (including to reﬂect any change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based). All subsequent oral or written forwardlooking statements attributed to the Company or any persons acting on their behalf are expressly qualiﬁed
in their entirety by the cautionary statement above. All forward-looking statements contained in thisdocument are based on information available to the Directors of the Company at the date of this document,
unless some other time is speciﬁed in relation to them, and the posting or receipt of this document shall notgive rise to any implication that there has been no change in the facts set forth herein since such date.

3

Rounding
Certain data in this document, including ﬁnancial, statistical and operational information has been rounded.
As a result of the rounding, data presented in this document may vary slightly from the actual arithmetical
totals of such data. Percentages have also been rounded.

Currency presentation
In this document, references to “pounds sterling”, “£”, “pence”, “penny” and “p” are to the lawful currencyof the United Kingdom.

Presentation of market, economic and industry data
Where information contained in this document originates from a third-party source, it is identiﬁed where it
appears in this document together with the name of its source. Such third-party information has been
accurately reproduced and, so far as the Company is aware and is able to ascertain from information
published by the relevant third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading.

No incorporation of website information
The contents of the Company’s website or any hyperlinks accessible from the Company’s website do notform part of this document and Shareholders should not rely on them.

Interpretation
Certain terms used in this document are deﬁned and certain technical and other terms used in this document
are explained at the section of this document under the heading “Deﬁnitions”.
All times referred to in this document and the Application Form are, unless otherwise stated, references to
London time.
All references to legislation in this document and the Application Form are to the legislation of England andWales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall
include any amendment, modiﬁcation, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine
gender shall include the feminine or neutral gender.
Shareholders should not construe the contents of this document as legal, tax or ﬁnancial advice, and should
consult with their own advisers as to the matters described herein.
Copies of this document will be available free of charge to the public during normal business hours on
any day (Saturdays, Sundays and public holidays excepted) at the ofﬁces of the Company, ADVFN,
Suite 28 Ongar Business Centre, The Gables Fyﬁeld Road, Ongar, England, CM5 0GA and on the
Company’s website https://advfnplc.com/ for a period of one month from the date of this document.

4

CONTENTS
Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS

6OPEN OFFER STATISTICS

7

PART ILETTER FROM THE NON-EXECUTIVE CHAIR OF ADVFN PLC

8PART IIRISK FACTORS

14PART III TERMS AND CONDITIONS OF THE OPEN OFFER

18

PART IV QUESTIONS AND ANSWERS ABOUT THE OPEN OFFER

40

DEFINITIONS

47

5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2022
Record Date for the Open Offer

5.00 p.m. on 5 December

Announcement of the Open Offer

7.00 a.m. on 6 December

Publication and posting of this document, and, in respect of
Qualifying Non-CREST Shareholders, the Application Form

6 December

Publication of notice of the Open Offer in the London Gazette

6 December

Existing Ordinary Shares marked “ex” by the London Stock Exchange

8.00 a.m. on 6 December

Open Offer Entitlements and Excess CREST Open Offer Entitlements
credited to CREST stock accounts of Qualifying CREST Shareholders
or as soon possible thereafter

8.00 a.m. on 7 December

Recommended latest time and date for requesting withdrawal of Open Offer
Entitlements and Excess CREST Open Offer Entitlements from CREST

4.30 p.m. on 15 December

Latest time and date for depositing Open Offer Entitlements andExcess CREST Open Offer Entitlements into CREST

3.00 p.m. on 16 December

Latest time and date for splitting Application Forms (to satisfy bona ﬁdemarket claims in relation to Open Offer Entitlements only)

3.00 p.m. on 19 December

Latest time and date for receipt of completed Application Forms
and payment in full under the Open Offer or settlement of
the relevant CREST instructions (as appropriate)11.00 a.m. on 21 December

Announcement of results of Open Offer

7.00 a.m. on 22 December

Expected date when Admission is effective and dealingsin the Open Offer Shares on AIM

8.00 a.m. on 23 December

Open Offer Shares credited to CREST stock accounts

23 December

Expected date for crediting of the Open Offer Warrants
in uncertiﬁcated form to CREST

23 December

Despatch of deﬁnitive share certiﬁcates in respect of Open Offer Sharesand warrant certiﬁcates in respect of Open Offer Warrants
to be issued in certiﬁcated form

Week commencing
2 January 2023

Notes:(i)

References to times in this document are to London time (unless otherwise stated).

(ii)

If any of the above times or dates should change, the revised times and/or dates will be notiﬁed by an announcement to an RIS.

(iii)

The timing of the events in the above timetable and in the rest of this document is indicative only.

(iv) In order to subscribe for Open Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set
out in Part III “Terms and conditions of the Open Offer” of this document and, where relevant, complete the accompanying
Application Form. If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to request
another Application Form, they should contact Neville Registrars on 0121 585 1131 or if calling from outside the UK on+44 121 585 1131. Calls to the Neville Registrars’ help lines are charged at your provider’s standard rates for national or, as thecase may be, international calls. Different charges may apply to calls made from mobile telephones and calls may be recorded
and monitored randomly for security and training purposes. Neville Registrars cannot provide advice on the merits of the Open Offer
nor give any ﬁnancial, legal or tax advice.

6

OPEN OFFER STATISTICS
Closing mid-market price per Existing Ordinary Share on 5 December 2022
Issue Price

47.5 pence
33 pence

Discount to market price of 47.5 pence per Existing Ordinary Share1

30.5 per cent.

Number of Existing Ordinary Shares in issue

26,315,319

Number of Open Offer Shares to be offered for subscription
by Qualifying Shareholders

20,676,322

Expected proceeds of the Open Offer (before expenses)2£6.82 million

Enlarged Issued Share Capital following Admission2

46,991,641

Estimated net proceeds of the Open Offer2£6.68 million

Open Offer statistics
Basic Entitlement under the Open Offer

11 Open Offer Shares for every
14 Existing Ordinary Shares

Percentage of Enlarged Issued Share Capital represented by
the Open Offer Shares2

44.0 per cent.

Open Offer Basic Entitlements ISIN

GB00BPG41528

Open Offer Excess Entitlements ISIN

GB00BPG41635

LEI

21380042SDV1E1ZVIY40

Open Offer Warrant statistics
Number of Open Offer Warrants to be issued

6,892,107

Exercise price per share under each Open Offer Warrant

60 pence

Basis of Open Offer Warrants

One Open Offer Warrant forevery three Open Offer
Shares subscribed

Notes:
1.

Based on the closing mid-market price on 5 December 2022, being the last practicable date prior to the publication of thisdocument

2.

Assuming full subscription under the Open Offer

7

PART ILETTER FROM THE NON-EXECUTIVE CHAIR OF ADVFN PLC(incorporated and registered in England and Wales under number 02374988)

Directors:

Registered Ofﬁce:

Lord David Gold, Non-Executive Chair
Amit Tauman, Chief Executive Ofﬁcer
Jonathan Mullins, Chief Financial and Technical Ofﬁcer
Matthew Collom, Executive Director (Sales)
Anthony Wollenberg, Non-Executive Director

Suite 28 Ongar Business Centre
The Gables, Fyﬁeld Road
Ongar, EnglandCM5 0GA
6 December 2022

Dear Shareholder
OPEN OFFER AT AN ISSUE PRICE OF 33 PENCE PER ORDINARY SHARE AND ONE OPEN
OFFER WARRANT FOR EVERY THREE OPEN OFFER SHARES

1. Introduction
The Company wishes to undertake an Open Offer and is providing an opportunity for Qualifying Shareholders
to subscribe at an Issue Price of 33 pence per Open Offer Share on the basis of 11 Open Offer Shares forevery 14 Existing Ordinary Shares for an aggregate of up to 20,676,322 Open Offer Shares to raise up to
approximately £6.82 million (before expenses).
Qualifying Shareholders may also apply for Excess Shares through an Excess Application Facility. To theextent there are Open Offer Shares that are not taken up by Qualifying Shareholders through the Excess
Application Facility, the Company is in discussions with new investors who have indicated an interest in
subscribing for such Open Offer Shares at the Issue Price. The Open Offer is not being underwritten.
In addition, the Company will issue the Open Offer Warrants to all Qualifying Shareholders under the Open
Offer on the basis of one (1) Open Offer Warrant for every three (3) Open Offer Shares successfully subscribedfor. Holders of Open Offer Warrants may exercise the Open Offer Warrants at an exercise price of sixty
pence (£0.60) per Ordinary Share any time on or before 6 December 2026.
The net proceeds of the Fundraise will be used by the Company as follows.
If the Company raises the minimum amount of at least £2 million, it will utilise these funds to develop new
products and tools, including a new user facing mobile app, as well as improving and enhancing theCompany's existing offering with a focus on design and user experience as well as strengthening the balance
sheet and providing working capital.
Any additional amounts raised by the Company through the Fundraise will be used to develop a morecomprehensive offering of products, content, marketing and international expansion to new strategic
territories.
Further details on the Company’s strategic objectives are set out in paragraph 2 of this Part I.
In addition to the Open Offer and subject to Board approval, the Company is considering implementing a
new share scheme for employees of the Company.

2. Strategic objectives
The Directors have identiﬁed three key areas for the Company to develop over the next 24 to 36 months
using the proceeds of the Open Offer. The strategic objectives primarily focus on growing the Company’s
core businesses while also allowing the Company to explore related business areas.
lImproving the existing platform: A refresh and re-design of the Company’s platform to create a data
driven culture to increase activity on the Company’s website and help to foster better investor relations.
8lGrowing the investor community: To grow its subscription base, the Company intends to utilise
the proceeds of the Open Offer to develop new social interaction tools that will allow investors to bebetter connected across the Company’s platform.

lInternational expansion and joint ventures: The Company may seek to explore certain acquisitions
to complement its existing offering to day traders and retail investors. The Company intends to partnerwith either media owners from the private investor sector to create a site offering IPO and investment
opportunities targeted at private investors, or to form a joint venture with a proven business model
regarding investor relations. The Company is proactive in evaluating acquisition opportunities from time
to time, however the Company is not currently pursuing any speciﬁc acquisitions or joint ventures.

3. Details of the Open Offer
The Company is conditionally raising up to £6.82 million (before expenses) pursuant to the Open Offer(assuming full take up of the Open Offer) through the issue of up to 20,676,322 Open Offer Shares at theIssue Price of 33 pence per Open Offer Share.
Qualifying Shareholders may apply for their Open Offer Entitlement under the Open Offer pro rata to theirholdings of Existing Ordinary Shares as at the Record Date at the Issue Price on the following basis:
11 Open Offer Shares for every 14 Existing Ordinary Shares held
The Issue Price of 33 pence per Open Offer Share represents a discount of approximately 30.5 per cent. tothe closing price on the Latest Practicable Date, and a discount of approximately 36.2 per cent. to thevolume weighted average price of 51.75 pence per Ordinary Share for the 90-day period to
5 December 2022. In setting the Issue Price, the Directors have considered the process by which the Open
Offer Shares need to be offered to Qualifying Shareholders to ensure the success of the Open Offer andraise a signiﬁcant level of equity compared to the market capitalisation of the Company. The Directors believethat both the Issue Price and the discount are appropriate.
Any Open Offer Shares not applied for by Qualifying Shareholders will be available to other Qualifying
Shareholders, provided they have taken up their Open Offer Entitlement in full, under the Excess Application
Facility. The Excess Application Facility enables Qualifying Shareholders to apply for further Open Offer
Shares in excess of their Open Offer Entitlement.
To the extent there are Open Offer Shares that are not taken up by Qualifying Shareholders through theExcess Application Facility, the Company is in discussions with new investors who have indicated an interestin subscribing for such Open Offer Shares at the Issue Price. The Open Offer is not being underwritten.
The attention of Overseas Shareholders is drawn to paragraph 6 of Part III “Terms and conditions of theOpen Offer” of this document. The Open Offer will be made to Overseas Shareholders by means of a noticein the London Gazette.
Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading
on AIM. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m.
on 23 December 2022. Further information in respect of settlement and dealings in the Open Offer Sharesis set out in Part III “Terms and conditions of the Open Offer” of this document.
Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer
Shares with fractional entitlements being aggregated and made available under the Excess
Application Facility.
Valid applications by Qualifying Non-CREST Shareholders will be satisﬁed in full up to their Open Offer
Entitlements as shown on the Application Form.
Applicants can apply for less or more than their entitlements under the Open Offer, but the Company cannot
guarantee that any application for Excess Shares under the Excess Application Facility will be satisﬁed as
this will depend in part on the extent to which other Qualifying Shareholders apply for less than or morethan their own Open Offer Entitlements. If applications under the Excess Application Facility are received formore than the total number of Open Offer Shares available following take up of Open Offer Entitlements,
9the Excess Shares will be scaled back in such manner as the Directors may determine in their absolute
discretion and no assurance can be given that excess applications by Qualifying Shareholders will be met
in full or in part or at all.
Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying NonCREST Shareholders should also note that their respective Application Forms are not negotiable
documents and cannot be traded. Open Offer Shares not applied for under the Open Offer will
not be sold in the market for the beneﬁt of those who do not apply under the Open Offer.
An application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected thatsuch Open Offer Entitlements will be credited to CREST on 7 December 2022. The Open Offer Entitlements
will be enabled for settlement in CREST until 11.00 a.m. on 21 December 2022. Applications through the
CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person
entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The
latest time and date for receipt of completed Application Forms or CREST applications and payment inrespect of the Open Offer is 11.00 a.m. on 21 December 2022.
The Open Offer is conditional on Admission and the Company raising at least £2 million from existing
shareholders and from new investors to the extent there are any Open Offer Shares that are not taken up
by Qualifying Shareholders through the Excess Application Facility. It is expected that Admission will occur
and dealings in the Open Offer Shares will commence on or around 8.00 a.m. on 23 December 2022.
Accordingly, if the conditions to the Open Offer are not satisﬁed or waived (where capable of waiver), theOpen Offer will not proceed and the Open Offer Shares and Open Offer Warrants will not be issued and all
monies received by the Receiving Agent will be returned to the applicants (at the applicant’s risk and without
interest) as soon as possible, but within 14 days thereafter. Any Open Offer Entitlements admitted to CREST
will thereafter be disabled.
The Open Offer Shares will be fully paid and shall rank pari passu in all respects with all other Ordinary
Shares then in issue, including the right to receive all dividends and other distributions declared, made or
paid after the date of their allotment.
Two of the Company’s largest shareholders, Mr Yair Tauman and Mr Amit Tauman (together the Taumans),
together hold Ordinary Shares representing 19.22 per cent. of the Company’s issued share capital. As oneof the Company’s subsidiaries, All IPO plc, is regulated by the FCA, the Taumans have obtained approval
under section 185 of the Financial Services and Markets Act 2000 to hold up to 20 per cent. of theCompany’s issued share capital. As, under the Open Offer, the Taumans intend to subscribe for Ordinary
Shares that could result in them collectively holding in excess of 20 per cent. of the Company’s issued sharecapital, the Taumans have applied to the FCA for further approval to hold up to 29.9 per cent. of theCompany’s issued share capital (the FCA Approval). The Taumans and the Company have agreed that the
number of Ordinary Shares issued to the Tauman’s under the Open Offer (including through the Excess
Application Facility) shall be limited to such number of Ordinary Shares that will result in the Taumans holding
no more than 20 per cent. of the Company’s issued share capital with the issue of the balance of any
Ordinary Shares subscribed for by the Taumans being conditional upon the receipt of the FCA Approval.
Further details of the Open Offer and the terms and conditions on which it is being made, including theprocedure for application and payment, are contained in Part III “Terms and conditions of the Open Offer”
of this document and on the accompanying Application Form.
Excess Application Facility
The Excess Application Facility will enable Qualifying Shareholders, provided that they take up their Open
Offer Entitlement in full, to apply for Excess Shares.
Qualifying Non-CREST Shareholders who wish to apply to acquire more than their Open Offer Entitlement
should complete the relevant sections on the Application Form. Qualifying CREST Shareholders will have
Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer toparagraph 3.2(k) of Part III – Terms and conditions of the Open Offer of this Document for information on
how to apply for Excess Shares pursuant to the Excess Application Facility.

10

Excess Shares will be available only and to the extent that other Qualifying Shareholders do not makeapplications for their Open Offer Entitlements or make applications for less than their total Open Offer
Entitlements. Once the Company has satisﬁed the subscriptions by Qualifying Shareholders under theirrespective Open Offer Entitlements, the Company will reduce the applications for Excess Shares pro rata to
the number of Excess Shares which Qualifying Shareholders apply for under the Excess Application Facility.
If applications are made for less than all of the Open Offer Shares available, then the lower number of Open
Offer Shares will be issued, and any outstanding Open Offer Entitlements will lapse.
No allocations of Open Offer Shares will be made to Qualifying Shareholders where such Open Offer Shareswould result in any person or persons acquiring or increasing control of the Company within the meaning
given in sections 181 and 182 of FSMA, without the relevant regulatory approval of such acquisition or
increase of control having ﬁrst been obtained and not having expired prior to such exercise. Unless theCompany is satisﬁed that such valid approval has been obtained, the Company will reduce the allocations
for Open Offer Shares to relevant Qualifying Shareholders such that there is no such acquisition or increasein control of the Company within the meaning given in sections 181 and 182 of FSMA.
Further information on the Open Offer and the terms and conditions on which it is made, including theprocedure for application and payment, are set out in Part III – Terms and Conditions of the Open Offer andPart IV – Questions and answers about the Open Offer of this document.
Open Offer Warrants
The Company will issue the Open Offer Warrants to Qualifying Shareholders on the basis of one Open Offer
Warrant for every three Open Offer Shares subscribed for, provided that any fractional entitlements shall beignored. The Company may issue Open Offer Warrants over up to 6,892,107 Ordinary Shares under theOpen Offer.
Holders of Open Offer Warrants may exercise the Open Offer Warrants at any time on or before 6 December
2026 at an exercise price of 60 pence per Ordinary Share. Open Offer Warrants which are not exercised onor before 6 December 2026 date shall lapse.
Upon exercise of the Open Offer Warrants, the resulting Open Offer Shares will be subject to the Articles,
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 declared, made or paid after their date of issue.

4. Effect of the Open Offer
Upon Admission, and assuming full take up of the Open Offer Shares, the Enlarged Issued Share Capital is
expected to be 46,991,641 Ordinary Shares (excluding treasury shares). On this basis, the Open Offer
Shares will represent approximately 44.0 per cent. of the Enlarged Issued Share Capital.

5. Trading update
On 6 December 2022, the Company published its audited ﬁnancial statements for the year ended 30 June
2022 which included a review in which the Chief Executive Ofﬁcer reported that despite a challenging
economic environment, in the ﬁrst half of the ﬁnancial year the Company maintained operational proﬁt.
However, in the second half of the year ended 30 June 2022 the Company encountered a number ofchallenges, including worsening market conditions, changes to Google search algorithms and changes insenior management and Board composition. This led to a decline in revenue from sales and one-off
settlement costs. As announced in June 2022, advertising sales were disappointing reﬂecting among otherthings a softer market for ﬁnancial media and at an operational level the Company was loss making. These
challenges continued into the ﬁrst quarter of the ﬁnancial year ending June 2023 with operational losses
similar to those of the last quarter of the prior ﬁnancial year.
As further set out in the audited accounts for the year ended 30 June 2022, the Chief Executive reported
that changes in senior management and Board composition had created an opportunity to revisit andchallenge many of the operations, the organisational structure, and offerings. The Company has focused
its efforts in deﬁning the long-term strategy and detailing the growth engines and roadmap. In addition, theCompany has put great emphasis on empowering and engaging its employees around the world with its
11mission and vision. The Company has focused on users’ experience and is creating a data driven
infrastructure and culture to enhance and support it. The Board is excited, committed, and conﬁdent that
this new and dynamic mindset will drive prospects and growth.
Looking ahead to the next calendar year, the Company is putting a ﬁrm emphasis on user interface anduser experience including the introduction of new real time tools and content. The Company aims to build
a strong and sustainable market-leading ﬁnancial community. In addition to continued optimisation of its
business, with focus on execution and enhancement of its core offering, the Company is taking actions tomaintain margin and strong cash ﬂow generation. The Company is constantly reviewing its cost structureand has already adjusted stafﬁng levels for less proﬁtable parts of the business. The Company also aims tooptimise its exchange and license fee costs. The Company adjusted subscription pricing and will be
optimising the subscription funnel further in the new year. The Company has a number of new products indevelopment that will be released in 2023 which are expected to revitalise the subscription offering. The
Company will continue to look for efﬁciency opportunities across its organisation and will capitalise on
investments that position it for long-term sustainable growth.

6. In respect of the Open Offer
The latest time for applications under the Open Offer to be received is 11.00 a.m. on 21 December 2022.
The procedure for application and payment depends on whether, at the time at which application andpayment is made, you have an Application Form in respect of your entitlement under the Open Offer orhave Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement.
If you are a Qualifying Non-CREST Shareholder you will have received an Application Form which gives
details of your Basic Entitlement under the Open Offer (as shown by the number of the Open Offer
Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer, you should
complete the accompanying Application Form in accordance with the procedure for application set out inPart III “Terms and conditions of the Open Offer” of this document and on the Application Form itself. The
completed Application Form, accompanied by full payment, should be returned by post or by hand (during
normal business hours only) Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West
Midlands, United Kingdom, B62 8HD so as to arrive as soon as possible and in any event no later than
11.00 a.m. on 21 December 2022.
If you are a Qualifying CREST Shareholder, no Application Form is enclosed but you will receive a credit toyour appropriate stock account in CREST in respect of the Open Offer Entitlements representing your Basicand Excess Entitlements under the Open Offer. You should refer to the procedure for application set out inPart III “Terms and conditions of the Open Offer” of this document. The relevant CREST instruction musthave settled by no later than 11.00 a.m. on 21 December 2022.
If you are in any doubt as to what action you should take, you should immediately seek your own personalﬁnancial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional
adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident
in the United Kingdom or, if not, from another appropriately authorised independent ﬁnancial adviser.

7. Overseas Shareholders
Information for Shareholders who have registered addresses outside the United Kingdom, who are citizens
or residents of countries other than the United Kingdom or who are US persons, appears in paragraph 6 ofPart III “Terms and conditions of the Open Offer” of this document, which sets out the restrictions applicableto such persons. If you are an Overseas Shareholder, it is important that you read that part of this document.
The notice in the London Gazette referred to in paragraph 10 of Part III – Terms and Conditions of the Open
Offer of this document will state where an Application Form may be inspected or obtained. Any person witha registered address, or who is resident or located, in any Restricted Jurisdiction who obtains a copy of thisdocument or an Application Form is required to disregard them, except with the consent of the Company.
Notwithstanding any other provision of this document or the Application Form, the terms of the Open Offer
relating to Overseas Shareholders may be waived, varied or modiﬁed as regards speciﬁc Shareholders or
on a general basis by the Company in its absolute discretion.
12

In addition, Overseas Shareholders should consult their professional advisers as to whether they require
any governmental or other consents or need to observe any other formalities to enable them to purchaseor subscribe for New Shares.

8. Risk factors and additional information
Shareholders are advised to read the whole of this document and not rely solely on the summary information
presented in this letter. The attention of Shareholders is drawn to the risk factors set out in Part II(“Risk factors”) and the information contained in Part III “Terms and conditions of the Open Offer” of thisdocument, which provide additional information on the Open Offer and details of the action to be taken if
you wish to subscribe for Open Offer Shares.
Amit Tauman intends to subscribe for his Basic Entitlement in full and to apply for Excess Shares under the
Excess Application Facility for in aggregate 2,913,446 Offer Shares, amounting to £961,437 in aggregate.
Jon Mullins and Matthew Collom do not intend to subscribe for any Offer Shares. Lord Gold and Tony
Wollenberg do not have any current interest in the Existing Ordinary Shares.
Yours faithfully

Lord David Gold
Non-Executive Chair of ADVFN plc

13

PART IIRISK FACTORS
An investment in the Company is subject to a number of risks and uncertainties. Accordingly, inevaluating whether to make an investment in the Company potential investors should consider
carefully all of the information set out in this document and the risks attaching to an investmentin the Company, including (but not limited to) the risk factors described below, before making
any investment decision with respect to the shares. The risk factors described below do not
purport to be an exhaustive list and do not necessarily comprise all of the risks to which theCompany is exposed or all those associated with an investment in the Company. In particular,
the Company’s performance is likely to be affected by changes in market and/or economic
conditions and in legal, accounting, regulatory and tax requirements. The risk factors described
below are not intended to be presented in any assumed order of priority. Additional risks anduncertainties not presently known to the Directors, or which the Directors currently deem
immaterial, may also have an adverse effect upon the Company. If any of the following risks wereto materialise, the Group’s business, ﬁnancial condition, results, prospects and/or future
operations may be materially adversely affected. In such case, the value of the shares may decline
and an investor may lose all or part of their investment.

RISKS RELATING SPECIFICALLY TO THE GROUP
Market conditions and related factors may adversely affect the Group’s ﬁnancial performance
The level of earnings of the Group may be impacted by a change in business conditions, improper
implementation of decisions or lack of responsiveness to market changes. Strategic risk can arise as a resultof both internal and external factors, including operational, ﬁnancial, macroeconomic, market, pricing andtechnological challenges.
The Group’s business model depends upon interest from private investors in the UK and around the worldin the equity markets. The interest and engagement with the capital markets by its customers can be affectedby macro-economic factors, such as disposable income and the cost of living. If existing day and retailtraders visit the Group’s digital platforms less frequently then the levels of subscription and advertising
revenue for the Group will be reduced. Additionally, changing market conditions can negatively impact on
investor relations sales. Market interest and investment trends cannot be predicted.
A breach or failure of the Group’s IT systems could damage the Group’s operations andits reputation
The Group relies on centralised and outsourced IT systems and networks to support business processes
as well as internal and external communications. The consistent, efﬁcient and secure operation of its IT
systems, including computer hardware, software and networks, including those of third-party IT providers
or business partners engaged by the Group, is critical to the successful performance of its operations andits reputation.
Additionally, the Group collects, stores and processes certain data, including customer data, and may haveaccess to information that is subject to privacy and data security laws, regulations or customer-imposed
controls. The Group’s IT systems and networks are susceptible to malfunctions and interruptions from avariety of sources, including due to unauthorised access, cyber-attacks, equipment damage, deﬁcient
database design, power outages, computer viruses and a range of other hardware, software and network
problems. In particular, the Group experiences attempted security incidents of varying degrees on an ongoingbasis, which may involve attempted unauthorised access, misuse or disclosure of intellectual property or
conﬁdential or proprietary information regarding the Group’s business. Because the techniques used toobtain unauthorised access to or sabotage networks and systems change frequently, the Group may beunable to anticipate these techniques or to implement adequate protections.
As with many businesses, there are continued attempts by third parties to penetrate and/or infect the Group’s
network and systems with malicious software in an effort to gain access to its network and systems. Several
large organisations have been infected by “ransomware” through which an attacker gains access to theorganisation’s computer ﬁles, renders them temporarily inaccessible and threatens to permanently delete
14them if a cash ransom is not paid by a speciﬁed deadline. Third parties may continue to attempt tofraudulently induce employees, users or customers to disclose sensitive information in order to gain accessto the Group’s network and systems. The Group’s IT personnel may not be able to resolve the issues thatarise in a timely manner or at all.
Signiﬁcant disruptions to the Group’s IT systems could lead to development delays, or loss of customer orother data, any of which could have a material adverse effect on its business, results of operations, ﬁnancial
position and prospects.
If events occur that damage the Group’s reputation, this could have a material adverse effecton the Group’s business, results of operations, ﬁnancial condition or prospects.
Maintaining, protecting and enhancing the Group’s reputation is critical to expanding its user base andincreasing engagement among its users. Maintaining, protecting and enhancing its reputation depends
largely on the Group’s ability to continue to provide high-quality, useful and innovative services, features andfunctionality on its platform and effectively producing and delivering its products to users.
If users do not perceive the Group’s platform or products to be of high quality or user-friendly, the value of
the Group’s reputation could diminish, thereby decreasing the Group’s attractiveness to users andadvertisers. Any failure or perceived failure by the Group to produce and deliver quality products to meet its
users’ requirements, could lead to user dissatisfaction.
Users of the Group’s platform may post negative comments online, whether in relation to the Group’sbusiness, other subscribers, advertisers or other market participants. Information posted online by users,
whether accurate or not, may have an adverse impact on the Group’s reputation. The Group’s reputation
could also be negatively affected by the actions of users that fail to comply with the Group’s content rules
or which are perceived as inappropriate.
While the Group has developed and implemented certain internal controls, policies and procedures designed
to prevent or mitigate user misconduct, such policies and procedures may not be effective in all instances.
For example, it is not always possible to identify and deter misconduct or errors by the Group’s people or
third parties and the precautions the Group takes to detect and prevent this activity may not be effective incontrolling unknown or unmanaged risks or losses. The discovery of misconduct or fraudulent activities byany of the Group’s employees or third parties could result in signiﬁcant negative publicity in relation to such
misconduct and harm the Group’s reputation and could have a material adverse effect on the Group’sbusiness, results of operations, ﬁnancial condition or prospects.
The Group’s activities may be subject to increased regulation
The social media space, of which the Company is a part through its online message boards, has drawn theattention of governments and regulators worldwide, including in the UK. The Directors believe it is likely that
the UK will implement legislation that mandates an increased level of the monitoring and editorial control ofuser generated content. The ﬁnal form of such legislation is not yet known and is it unclear at this point how
it will be enforced. Any such legislation or other regulatory changes that affect the Group could lead to amaterial increase in administrative costs for the Group.
The Group may not achieve its strategic objectives
The Group’s strategic objectives and performance expectations are based on assumptions which the
Directors consider to be reasonable but which are inherently subject to variation and uncertainty. There canbe no assurance or guarantee that any element of the Group’s strategic plans will be fulﬁlled or that theoutcome of the Group’s strategy will be achieved in whole or in part.
The Group’s growth plans will place additional demands on its management, customer support, marketing
and administrative resources. If the Group is unable to manage its growth effectively, its business, operations
or ﬁnancial condition may be adversely affected.

15

The Group’s success is dependent on retaining existing subscribers and advertisers as well as
attracting new subscribers and advertisers
The Group’s success is dependent on retaining existing subscribers and advertisers and attracting new
subscribers and advertisers. Were a material number of subscribers to cease to use the Group’s products
and services then this could have a material adverse effect on the Group’s business, revenue, ﬁnancial
condition, proﬁtability, prospects and results of operations.
The Group is dependent on its ability to attract highly skilled personnel
Attracting and retaining highly qualiﬁed management and staff, and their know how, is a critical componentof the future success of the Group’s business. Competition for such people is high. If the Group fails to
attract, develop and retain suitable personnel it may be unable to satisfy customer demand, which may
have a material adverse effect on the Group’s reputation, business, prospects, results of operation andﬁnancial condition.

RISKS RELATING TO THE OPEN OFFER
Conditional nature of the Open Offer and the Open offer is not underwritten
There is no guarantee that the conditions of any element of the Open Offer will be satisﬁed. No part of theOpen Offer has been underwritten. If any element of the Open Offer does not proceed then the Company
will not receive the proceeds in respect of that element of the Open Offer.
Valuation of shares
The Issue Price has been determined by the Company and may not relate to the Company’s net asset value,
net worth or any established criteria or value. There can be no guarantee that the Ordinary Shares will beable to achieve higher valuations or, if they do so, that such higher valuations can be maintained.
If the Company only raises the minimum amount of £2 million, it may require additional capitalto achieve all of its strategic objectives
The Fundraise is conditional on the Company raising a minimum amount of £2 million which is intends touse to develop new products and tools. To execute its business plan in full, the Company needs additional
funding above this minimum amount. Without additional funds, the Company may be unable to develop a
more comprehensive offering of products and tools for users, which could result in reduced revenue for thebusiness. Depending on the development and activities of the business, and potential unforeseen andunanticipated events, the Company may require additional funding to develop its business. Such funding
may take the form of further issues of shares, debt securities or a borrowing. If the Company is unable tomaintain sufﬁcient funding, this could have a material adverse effect on the Group's ﬁnancial condition.
Open Offer Warrants may be of limited or no value
The Open Offer Warrants have an exercise price of 60 pence which is above the share price as at
5 December 2022 of 47.5 pence per share. Any exercise of the Open Offer Warrants at or below the priceat which the resulting shares can be sold in the market will be likely to result in a loss for the exercising party.
There can be no guarantee that the Ordinary Shares will trade above the exercise price during the exercise
period of the Open Offer Warrants. If this is the case, then the Open Offer Warrants could have little value.
Exercise of the Open Offer Warrants can only be undertaken quarterly which reduces the opportunity to
exercise the warrants to take advantage of short-term share price rises. No application is being made forthe admission of the Open Offer Warrants to AIM or any other exchange.
Dilution of ownership of Ordinary Shares
Following Admission, assuming full take up of the Open Offer Shares, Qualifying Shareholders who do nottake up any of their Open Offer entitlements will suffer a dilution of approximately 44.0 per cent. to theirinterests in the Company.
Investment risk and AIM
The Open Offer Shares will be admitted to AIM and it is emphasised that no application is being made foradmission of the Open Offer Shares to the Ofﬁcial List or to any other stock exchange at this time. An
16investment in shares quoted on AIM may be less liquid and may carry a higher risk than an investment inshares quoted on the Ofﬁcial List. The rules of AIM are less demanding than those of the Ofﬁcial List. Further,
London Stock Exchange has not itself examined or approved the contents of this document. A prospective
investor should be aware of the risks of investing in such companies and should make the decision to invest
only after careful consideration and, if appropriate, consultation with an independent ﬁnancial adviser.
Suitability
An investment in the Ordinary Shares is only appropriate for investors capable of evaluating the risks(including the risk of capital loss) and merits of such investment and who have sufﬁcient resources to sustain
a total loss of their investment. An investment in the Ordinary Shares should be seen as long-term in natureand complementary to investments in a range of other ﬁnancial assets and should only constitute part of adiversiﬁed investment portfolio. Potential investors should consider carefully whether investment in the
Ordinary Shares is suitable for them in the light of the information in this document and their personal
circumstances. Before making any ﬁnal decision, potential investors in any doubt should consult with aninvestment adviser authorised by the Financial Conduct Authority who specialises in advising on investmentsof this nature.
Trading market for the Ordinary Shares
The share price of publicly traded companies, particularly those listed on AIM, can be highly volatile andshareholdings illiquid. The Issue Price may not be indicative of the market price for the Open Offer Sharesfollowing Admission. The market price of the Ordinary Shares will be inﬂuenced by a large number of factors,
which could include, but not limited to, divergence in ﬁnancial results from analysts’ expectations, changes
in earnings estimates by stock market analysts, large purchases or sales of Ordinary Shares, legislativechanges and general economic, political and regulatory conditions. Prospective investors should be awarethat the value of an investment in the Company may go down as well as up. Investors may therefore realiseless than, or lose all of, their investment. The volume of shares traded on AIM can be limited and this may
restrict the ability of Shareholders to dispose of Ordinary Shares at any particular time. It may be more
difﬁcult for an investor to realise his investment in the Group than in a company whose shares are quoted
on the Ofﬁcial List.
Substantial sales of Ordinary Shares
There can be no assurance that certain Directors or other Shareholders will not elect to sell their Ordinary
Shares. The market price of Ordinary Shares could decline as a result of any such sales of Ordinary Sharesor as a result of the perception that these sales may occur.

GENERAL RISKS
An investment in the Company is only suitable for investors capable of evaluating the risks and merits ofsuch investment and who have sufﬁcient resources to bear any loss that may result from the investment. A
prospective investor should consider with care whether an investment in the Company is suitable for him in
the light of his personal circumstances and the ﬁnancial resources available to him. The investment
opportunity offered in this document may not be suitable for all recipients of this document. Investors are
therefore strongly recommended to consult an investment adviser authorised under FSMA, or such othersimilar body in their jurisdiction, who specialises in advising on investments of this nature before making
their decision to invest.
Investment in the Company should not be regarded as short-term in nature. There can be no guaranteethat any appreciation in the value of the Company’s investments will occur or that the commercial objectivesof the Company will be achieved. Investors may not get back the full amount initially invested.
The prices of shares and the income derived from them can go down as well as up. Past performance is
not necessarily a guide to the future.
Investors should consider carefully whether an investment in ADVFN is suitable for them in lightof the risk factors outlined above, their personal circumstances and the ﬁnancial resources
available to them. The foregoing risks should not be considered an exhaustive statement of all
potential risks and uncertainties.
17

PART IIITERMS AND CONDITIONS OF THE OPEN OFFER

Introduction
As explained in the letter from the Chair set out in Part I “Letter from the Chair of ADVFN plc” of thisdocument, the Company proposes to issue up to 20,676,322 Open Offer Shares at the Issue Price in order
to raise approximately £6.82 million (before expenses) by way of the Open Offer (assuming that the Open
Offer is subscribed in full). Under the Open Offer, the Company also proposes to issue up to 6,892,107
Open Offer Warrants to subscribe for Ordinary Shares at a price of 60 pence per share, which will be
exercisable at any time from issue up to and including 6 December 2026.
The purpose of this Part III “Terms and conditions of the Open Offer” is to set out the terms and conditionsof the Open Offer. Qualifying Shareholders are being offered the right to subscribe for Open Offer Shares inaccordance with the terms of the Open Offer. The Open Offer has not been underwritten.
The Record Date for entitlements under the Open Offer for Qualifying CREST Shareholders and Qualifying
Non-CREST Shareholders is 5.00 p.m. on 5 December 2022. Application Forms are expected to be posted
to Qualifying Non-CREST Shareholders on or around 6 December 2022 and Open Offer Entitlements are
expected to be credited to stock accounts of Qualifying CREST Shareholders in CREST by
7 December 2022.
Subject to availability, the Excess Application Facility will enable Qualifying Shareholders to apply for Excess
Shares. Further details in relation to the Excess Application Facility are set out in Part IV “Questions andanswers about the Open Offer” in this document and, for Qualifying Non-CREST Shareholders, theApplication Form.
The latest time and date for receipt of a completed Application Form and payment in full under the Open
Offer and settlement of relevant CREST instructions (as appropriate) is expected to be 11.00 a.m. on
21 December 2022 with Admission and commencement of dealings in Open Offer Shares expected to takeplace at 8.00 a.m. on 23 December 2022.
This document and, for Qualifying Non-CREST Shareholders only, the Application Form contains the formal
terms and conditions of the Open Offer. Your attention is drawn to paragraph 3 of this Part III “Terms andconditions of the Open Offer” which gives details of the procedure for application and payment for the Open
Offer Shares and any Excess Shares applied for pursuant to the Excess Application Facility. The attentionof Overseas Shareholders is drawn to paragraph 6 of this Part III “Terms and conditions of the Open Offer”.
The Open Offer Shares will, when issued and fully paid, rank equally in all respects with Existing Ordinary
Shares, including the right to receive all dividends or other distributions made, paid or declared, if any, byreference to a record date after the date of their issue.
The Open Offer is an opportunity for Qualifying Shareholders to apply for up to 20,676,322 Open Offer
Shares pro rata (excepting fractional entitlements) to their current holdings at the Issue Price in accordancewith the terms of the Open Offer.
Qualifying Shareholders are also being offered the opportunity to apply for additional Open Offer Shares inexcess of their Open Offer Entitlement to the extent that other Qualifying Shareholders do not take up theirOpen Offer Entitlement in full. The Excess Application Facility enables Qualifying Shareholders to apply for
Excess Shares in excess of their Open Offer Entitlement as at the Record Date.
Any Qualifying Shareholder who has sold or transferred all or part of their registered holding(s) of Ordinary
Shares prior to the Ex-Entitlement Date is advised to consult their stockbroker, bank or other agent throughor to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer
Shares under the Open Offer may be a beneﬁt which may be claimed from them by the purchasers under
the rules of the London Stock Exchange.

18

1. The Open Offer
Subject to the terms and conditions set out below (and, in the case of Qualifying Non-CREST Shareholders,in the Application Form), Qualifying Shareholders are being given the opportunity under the Open Offer toapply for Open Offer Shares at the Issue Price pro rata to their holdings as at the Record Date, payable infull on application. The Issue Price represents a discount of 30.5 per cent. to the closing middle market
price of 47.5 pence per Existing Ordinary Share on 5 December 2022 (being the last practicable date before
publication of this document).
Qualifying Shareholders have Basic Entitlements of:
11 Open Offer Shares for every 14 Existing Ordinary Sharesregistered in their name on the Record Date. Entitlements under the Open Offer will be rounded down to
the nearest whole number of Open Offer Shares, with fractional entitlements being aggregated and madeavailable under the Excess Application Facility.
Holdings of Existing Ordinary Shares in certiﬁcated and uncertiﬁcated form will be treated as separate
holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different
designations and in different accounts.
If you are a Qualifying Non-CREST Shareholder, the Application Form shows the number of Existing Ordinary
Shares registered in your name on the Record Date (in Box 3), your Open Offer Entitlements (in Box 4), andhow much you will need to pay to take up your full Open Offer Entitlement (in Box 5).
If you are a Qualifying CREST Shareholder, application will be made for your Open Offer Entitlement andExcess CREST Open Offer Entitlement to be credited to your CREST account. Open Offer Entitlements andExcess CREST Open Offer Entitlements are expected to be credited to CREST accounts on
7 December 2022. The Existing Ordinary Shares are already admitted to CREST. Accordingly, no further
application for admission to CREST is required for the Open Offer Shares. All such shares, when issued
and fully paid, may be held and transferred by means of CREST.
Subject to availability, the Excess Application Facility will enable Qualifying Shareholders, provided they havetaken up their Open Offer Entitlement in full, to apply for further Open Offer Shares in excess of their Open
Offer Entitlement. Further details in relation to the Excess Application Facility are set out in Part IV “Questions
and answers about the Open Offer” and, for Qualifying Non-CREST Shareholders, the Application Form.
Qualifying CREST Shareholders will have their Open Offer Entitlement and Excess CREST Open Offer
Entitlement credited to their stock accounts in CREST and should refer to paragraph 3.2 of this Part III“Terms and conditions of the Open Offer” for information on the relevant CREST procedures and further
details on the Excess Application Facility. Qualifying CREST Shareholders can also refer to the CREST
Manual for further information on the relevant CREST procedures.
If applications under the Excess Application Facility are received for more than the total number of Open
Offer Shares available following take up of Open Offer Entitlements, the Excess Shares will be scaled backin such manner as the Directors may determine in their absolute discretion and no assurance can be giventhat excess applications by Qualifying Shareholders will be met in full or in part or at all.
No allocations of Open Offer Shares will be made to Qualifying Shareholders where such Open Offer Shareswould result in any person or persons acquiring or increasing control of the Company within the meaning
given in sections 181 and 182 of FSMA, without the relevant regulatory approval of such acquisition or
increase of control having ﬁrst been obtained and not having expired prior to such exercise. Unless theCompany is satisﬁed that such valid approval has been obtained, the Company will reduce the allocations
for Open Offer Shares to relevant Qualifying Shareholders such that there is no such acquisition or increasein control of the Company within the meaning given in sections 181 and 182 of FSMA.
Please refer to paragraphs 3.1(f) and 3.2(k) of this Part III “Terms and conditions of the Open Offer” for further
details of the Excess Application Facility.
Assuming there are no other changes to the Company’s share capital between the date of thisdocument and Admission and there is full take up of the Open Offer Shares, holders of Existing19

Ordinary Shares who do not participate in the Open Offer will be diluted by 44.0 per cent. if they
do not participate in the Open Offer.
Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying
Non-CREST Shareholders should also note that their respective Application Forms are notnegotiable documents and cannot be traded. Qualifying CREST Shareholders should note that,
although the Open Offer Entitlements and Excess CREST Open Offer Entitlements will be credited
through CREST and be enabled for settlement, applications in respect of entitlements under theOpen Offer may only be made by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona ﬁde market claim raised by Euroclear’s Claims Processing Unit. Open
Offer Shares not applied for under the Open Offer will not be sold in the market for the beneﬁt of
those who do not apply under the Open Offer.
The attention of Overseas Shareholders is drawn to paragraph 6 of this Part III “Terms andconditions of the Open Offer”.
The Open Offer Shares will, when issued and fully paid, rank in full for all dividends and other distributions
declared, made or paid after the date of this document and otherwise pari passu in all respects with the
Existing Ordinary Shares. The Open Offer Shares are not being made available in whole or in part to the
public except under the terms of the Open Offer.
Warrants to subscribe for Ordinary Shares
The Company will issue the Open Offer Warrants to Qualifying Shareholders on the basis of one Open Offer
Warrant for every three Open Offer Shares successfully subscribed for, provided that any fractional
entitlements shall be ignored.
Holders of Open Offer Warrants may exercise the Open Offer Warrants from the date of issue until
6 December 2026 at a price of 60 pence per Ordinary Share. Open Offer Warrants which are not exercisedon or before 6 December 2026 shall lapse. The Open Offer Warrants will not be listed or admitted to trading.

2. Conditions and further terms of the Open Offer
The Open Offer is conditional on Admission and the Company raising a minimum of £2 million through theOpen Offer from existing shareholders and from new investors to the extent there are any Open Offer Sharesthat are not taken up by Qualifying Shareholders through the Excess Application Facility. If the Open Offer
Shares are not admitted or the Company fails to raise at least £2 million through the Open Offer, application
monies will be returned (at the applicant’s sole risk), without payment of interest, as soon as practicable
thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.
No temporary documents of title will be issued in respect of Open Offer Shares held in uncertiﬁcated form.
Deﬁnitive certiﬁcates in respect of Open Offer Shares taken up are expected to be posted to those Qualifying
Shareholders who have validly elected to hold their Open Offer Shares in certiﬁcated form during the weekcommencing 2 January 2023.
In respect of those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in
uncertiﬁcated form, the Open Offer Shares are expected to be credited to their stock accounts maintainedin CREST by 23 December 2022.
Application will be made for the Open Offer Shares to be admitted to trading on AIM. Admission is expected
to occur on 23 December 2022, when dealings in the Open Offer Shares are expected to begin.
All monies received by the Receiving Agent in respect of Open Offer Shares will be credited to a non-interestbearing account by the Receiving Agent.
If for any reason it becomes necessary to adjust the expected timetable as set out in this document, theCompany will notify the London Stock Exchange and make an appropriate announcement to a Regulatory
Information Service giving details of the revised dates.

20

3. Procedure for application and payment
The action to be taken by you in respect of the Open Offer depends on whether, at the relevant time, you
are sent an Application Form in respect of your Open Offer Entitlement under the Open Offer or your Open
Offer Entitlement and Excess CREST Open Offer Entitlement is credited to your CREST stock account.
Qualifying Shareholders who hold all or part of their Existing Ordinary Shares in certiﬁcated form will receive
the Application Form, enclosed with this document. The Application Form shows the number of Existing
Ordinary Shares held in certiﬁed form at the Record Date. It will also show Qualifying Shareholders theirOpen Offer Entitlement that can be allotted in certiﬁcated form and how much you will need to pay to takeup your full Open Offer Entitlement. Qualifying Shareholders who hold all their Existing Ordinary Shares in
CREST will be allotted Open Offer Shares in CREST.
Qualifying Shareholders who hold part of their Existing Ordinary Shares in uncertiﬁcated form will be allottedOpen Offer Shares in uncertiﬁcated form to the extent that their entitlement to Open Offer Shares arises asa result of holding Existing Ordinary Shares in uncertiﬁcated form. However, it will be possible for Qualifying
Shareholders to deposit Open Offer Entitlements into, and withdraw them from, CREST. Further information
on deposit and withdrawal from CREST is set out in paragraph 3.2(f) of this Part III “Terms and conditionsof the Open Offer”.
CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able
to take the necessary action speciﬁed below to apply under the Open Offer in respect of the Open Offer
Entitlements and Excess CREST Open Offer Entitlements of such members held in CREST. CREST
Members who wish to apply under the Open Offer in respect of their Open Offer Entitlements and Excess
CREST Open Offer Entitlements in CREST should refer to the CREST Manual for further information on the
CREST procedures referred to below.
Qualifying Shareholders who do not want to apply for the Open Offer Shares under the Open Offer shouldtake no action and should not complete or return the Application Form, or send a USE message throughCREST.
3.1 If you have an Application Form in respect of your Open Offer Entitlement under theOpen Offer(a) General
Subject to paragraph 6 of Part III “Terms and conditions of the Open Offer” in relation to Overseas
Shareholders, Qualifying Non-CREST Shareholders will receive an Application Form. The
Application Form shows the number of Existing Ordinary Shares registered in their name on the
Record Date in Box 3. It also shows the Open Offer Entitlement allocated to them set out in Box
4. Entitlements to Open Offer Shares are rounded down to the nearest whole number and any
fractional entitlements to Open Offer Shares will be aggregated and made available under the
Excess Application Facility. Box 5 shows how much they would need to pay if they wish to takeup their Open Offer Entitlement in full. Qualifying Non-CREST Shareholders may apply for lessthan their entitlement should they wish to do so. Qualifying Non-CREST Shareholders may also
hold such an Application Form by virtue of a bona ﬁde market claim.
Under the Excess Application Facility, provided they have agreed to take up their Open Offer
Entitlement in full, Qualifying Non-CREST Shareholders may apply for more than the amount of
their Open Offer Entitlement should they wish to do so. The Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement at
the Record Date. The Excess Shares may be allocated in such manner as the Directors may
determine in their absolute discretion and no assurance can be given that excess applications
by Qualifying Shareholders will be met in full or in part or at all.
The instructions and other terms set out in the Application Form part of the terms of the Open
Offer in relation to Qualifying Non-CREST Shareholders.
(b)Bona ﬁde market claims
Applications to acquire Open Offer Shares may only be made on the Application Form and may
only be made by the Qualifying Non-CREST Shareholder named in it or by a person entitled by21

virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares throughthe market prior to the date upon which the Existing Ordinary Shares were marked “ex” theentitlement to participate in the Open Offer. Application Forms may not be sold, assigned,transferred or split, except to satisfy bona fide market claims up to 3.00 p.m. on 19 December
2022. The Application Form is not a negotiable document and cannot be separately traded. A
Qualifying Non-CREST Shareholder who has sold or otherwise transferred all or part of his holdingof Existing Ordinary Shares prior to the date upon which the Existing Ordinary Shares weremarked “ex” the entitlement to participate in the Open Offer, should contact his broker or otherprofessional adviser authorised under FSMA through whom the sale or purchase was effected
as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be
a beneﬁt which may be claimed by the purchaser(s) or transferee(s).
Qualifying Non-CREST Shareholders who have sold all or part of their registered holding should,
if the market claim is to be settled outside CREST, complete Box 10 on the Application Formand immediately send it to the stockbroker, bank or other agent through whom the sale or transfer
was effected for transmission to the purchaser or transferee. The Application Form should not,however be forwarded to or transmitted in or into the United States of America, any Restricted
Jurisdiction, nor in or into any other jurisdiction where the extension of the Open Offer would
breach any applicable law or regulation. If the market claim is to be settled outside CREST, thebeneﬁciary of the claim should follow the procedures set out in the accompanying Application
Form. If the market claim is to be settled in CREST, the beneﬁciary of the claim should follow theprocedure set out in paragraph 3.2 below.
(c)Application procedures
Qualifying Non-CREST Shareholders wishing to apply to acquire Open Offer Shares (whether inrespect of all or part of their Open Offer Entitlement or in addition to their Open Offer Entitlement
under the Excess Application Facility) should complete the Application Form in accordance with
the instructions printed on it. Qualifying Non-CREST Shareholders may only apply for Excess
Shares if they have agreed to take up their Open Offer Entitlements in full. The Excess Shares
may be allocated in such manner as the Directors may determine in their absolute discretion andno assurance can be given that excess applications by Qualifying Shareholders will be met in fullor in part or at all. Excess monies in respect of applications by Qualifying Shareholders will be
returned to the applicant (at the applicant’s risk), without payment of interest, as soon aspracticable thereafter.
Completed Application Forms should be posted to Neville Registrars Limited at Neville House,
Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD, or returned by hand
(during normal business hours only) so as to be received by Neville Registrars Limited by no later
than 11.00 a.m. on 21 December 2022. The Company reserves the right to treat any application
not strictly complying with the terms and conditions of application as nevertheless valid. The
Company further reserves the right (but shall not be obliged) to accept either Application Formsor remittances received after 11.00 a.m. on 21 December 2022. Qualifying Non-CREST
Shareholders should note that applications, once made, will be irrevocable and receipt thereof
will not be acknowledged. Multiple applications will not be accepted. If an Application Form isbeing sent by ﬁrst-class post in the UK, Qualifying Shareholders are recommended to allow atleast four Business Days for delivery.
The Company may in its sole discretion, but shall not be obliged to, treat an Application Form as
valid and binding on the person by whom or on whose behalf it is lodged, even if not completed
in accordance with the relevant instructions or not accompanied by a valid power of attorney
where required, or if it otherwise does not strictly comply with the terms and conditions of theOpen Offer. The Company further reserves the right (but shall not be obliged) to accept either:(i)Application Forms received after 11.00 a.m. on 21 December 2022; or(ii)

Applications in respect of which remittances are received before 11.00 a.m. on
21 December 2022 from authorised persons (as deﬁned in FSMA) specifying the Open Offer
Shares applied for and undertaking to lodge the Application Form in due course but, in any
event, within two Business Days.

All documents and remittances sent by post by, to, from or on behalf of an applicant (or as theapplicant may direct) will be sent entirely at the applicant’s own risk.
22

(d)

Payments
All payments must be in Sterling and made by cheque made payable to Neville Registrars Limited
Re clients account” and crossed “A/C Payee Only”. Cheques must be drawn on a bank orbuilding society or branch of a bank or building society in the United Kingdom which is either asettlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing
Company Limited or which has arranged for its cheques to be cleared through the facilities
provided by any of those companies or committees and must bear the appropriate sort code in
the top right-hand corner and must be for the full amount payable on application. Third party
cheques may not be accepted with the exception of building society cheques where the building
society or bank has conﬁrmed the name of the account holder by stamping or endorsing theback of the cheque to conﬁrm that the relevant Qualifying Shareholder has title to the underlying
funds. The account name should be the same as that shown on the application. Post-dated
cheques will not be accepted.
Cheques will be presented for payment upon receipt. The Company reserves the right to instruct
Neville Registrars Limited to seek special clearance of cheques to allow the Company to obtainvalue for remittances at the earliest opportunity (and withhold deﬁnitive share certiﬁcates (orcrediting to the relevant member account, as applicable) pending clearance thereof). No interest
will be paid on payments. It is a term of the Open Offer that cheques shall be honoured on ﬁrst
presentation and the Company may elect to treat as invalid acceptances in respect of whichcheques are not so honoured. All documents and cheques sent through the post will be sent at
the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted. If
the Open Offer does not become unconditional, no Open Offer Shares will be issued and all
monies will be returned (at the applicant’s sole risk), without payment of interest, to applicants assoon as practicable following the lapse of the Open Offer.
If Open Offer Shares have already been allotted to a Qualifying Non-CREST Shareholder andsuch Qualifying Non-CREST Shareholder’s cheque is not honoured upon ﬁrst presentation orsuch Qualifying Non-CREST Shareholder’s application is subsequently otherwise deemed to beinvalid, Neville Registrars Limited shall be authorised (in its absolute discretion as to manner,timing and terms) to make arrangements, on behalf of the Company, for the sale of such Qualifying
Non-CREST Shareholder’s Open Offer Shares and for the proceeds of sale (which for these
purposes shall be deemed to be payments in respect of successful applications) to be paid toand retained by the Company. None of Neville Registrars Limited, or the Company nor any otherperson shall be responsible for, or have any liability for, any loss, expense or damage suffered bysuch Qualifying Non-CREST Shareholders.

(e)Incorrect Sums
If an Application Form encloses a payment for an incorrect sum, the Company through Neville
Registrars Limited reserves the right:(i)to reject the application in full and return the cheque or refund the payment to the Qualifying
Non-CREST Shareholder in question without interest; or(ii)

in the case that an insufﬁcient sum is paid, to treat the application as a valid application forsuch lesser whole number of Open Offer Shares as would be able to be applied for withthat payment at the Issue Price, refunding any unutilised sum to the Qualifying Non-CREST
Shareholder in question without interest, save that any sums of less than £1 will be retained
for the beneﬁt of the Company; or(iii)

in the case that an excess sum is paid, to treat the application as a valid application for allof the Open Offer Shares referred to in the Application Form, refunding any unutilised sums
to the Qualifying Non-CREST Shareholder in question without interest, save that any sumsof less than £1 will be retained for the beneﬁt of the Company.

All monies received by Neville Registrars Limited in respect of Open Offer Shares will be held ina separate non-interest bearing account.

23

(f)

The Excess Application Facility
Provided they choose to take up their Open Offer Entitlement in full, the Excess Application Facility
enables a Qualifying Non-CREST Shareholder to apply for Excess Shares. Qualifying Non-CREST
Shareholders wishing to apply for Excess Shares may do so by completing Boxes 6, 7, 8 and 9of the Application Form.
If applications under the Excess Application Facility are received for more than the total numberof Open Offer Shares available following take up of Open Offer Entitlements, the Excess Shares
will be scaled back in such manner as the Directors may determine in their absolute discretionand no assurance can be given that excess applications by Qualifying Shareholders will be met
in full or in part or at all. Qualifying Non-CREST Shareholders who wish to apply for Excess Sharesmust complete the Application Form in accordance with the instructions set out on the
Application Form.
No allocations of Open Offer Shares will be made to Qualifying Shareholders where such Open
Offer Shares would result in any person or persons acquiring or increasing control of the Company
within the meaning given in sections 181 and 182 of FSMA, without the relevant regulatory
approval of such acquisition or increase of control having ﬁrst been obtained and not having
expired prior to such exercise. Unless the Company is satisﬁed that such valid approval has beenobtained, the Company will reduce the allocations for Open Offer Shares to relevant Qualifying
Shareholders such that there is no such acquisition or increase in control of the Company within
the meaning given in sections 181 and 182 of FSMA.
Should the Open Offer become unconditional and applications for Open Offer Shares exceed
20,676,322 Open Offer Shares, resulting in a scale back of applications, each Qualifying
Non-CREST Shareholder who has made a valid application for Excess Shares and from whom
payment in full for the Excess Shares has been received will receive a Sterling amount equal to
the number of Excess Shares applied and paid for but not allocated to the relevant Qualifying
Non-CREST Shareholder multiplied by the Issue Price. Monies will be returned as soon asreasonably practicable thereafter, without payment of interest and at the applicant’s sole risk.

(g)

Effect of application
All documents and remittances sent by post by, to, from, or on behalf of or to an applicant (or as
the applicant may direct) will be sent entirely at the applicant’s own risk. By completing anddelivering an Application Form the applicant:(i)represents and warrants to the Company that they have the right, power and authority, andhas taken all action necessary, to make the application under the Open Offer and to execute,deliver and exercise their rights, and perform their obligations under any contracts resulting
therefrom and that they are not a person otherwise prevented by legal or regulatory
restrictions from applying for Open Offer Shares or acting on behalf of any such person ona non-discretionary basis;(ii)

agrees with the Company that all applications under the Open Offer and contracts resulting
therefrom, and any non-contractual obligations related thereto, shall be governed by andconstrued in accordance with the laws of England;(iii)

represents and warrants to the Company that they are the Qualifying Shareholder originallyentitled to the Open Offer Entitlement;(iv)

represents and warrants to the Company that if they have received some or all of their Open
Offer Entitlement from a person other than the Company they are entitled to apply under
the Open Offer in relation to such Open Offer Entitlements by virtue of a bona ﬁdemarket claim;(v)

requests that the Open Offer Shares to which they will become entitled shall be issued tothem on the terms set out in this document and the Application Form subject to the articles
of association of the Company;(vi)

represents and warrants to the Company that they are not, nor are they applying on behalfof any person who is, in the United States or is a citizen or resident, or which is a corporation,
partnership or other entity created or organised in or under any laws, of the United States
24

of America, any Restricted Jurisdiction or any other jurisdiction in which the application forOpen Offer Shares is prevented by law and they are not applying with a view to re-offering,
re-selling, transferring or delivering any of the Open Offer Shares which are the subject of
his application to a citizen or resident or which is a corporation, partnership or other entity
created or organised in or under any laws of the United States of America, any Restricted
Jurisdiction or any other jurisdiction in which the application for Open Offer Shares isprevented by law (except where proof satisfactory to the Company has been provided to
the Company that application in the United States or to, or for the beneﬁt of, a person who
is able to accept the invitation by the Company free of any requirement which it (in its
absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person
on a non-discretionary basis nor person(s) otherwise prevented by legal or regulatory
restrictions from applying for Open Offer Shares under the Open Offer;(vii) represents and warrants to the Company that they are not, and nor are they applying as
nominee or agent for, a person who is or may be liable to notify and account for tax under
the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in
sections 67, 70, 93 or 96 (depositary receipts and clearance services) of the Finance Act
1986; and(viii) conﬁrms that in making the application they are not relying and have not relied on the
Company or any person afﬁliated with the Company in connection with any investigation of
the accuracy of any information contained in this document or his investment decision.
All enquiries in connection with the procedure for application and completion of the Application
Form should be addressed to Neville Registrars Limited at Neville House, Steelpark Road,
Halesowen, West Midlands, United Kingdom, B62 8HD or you can contact them on+44(0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable international rate. The helplineis open between 9.00 a.m. – 5.00 p.m., Monday to Friday excluding public holidays in Englandand Wales. Please note that Neville Registrars Limited cannot provide any ﬁnancial, legal or tax
advice and calls may be recorded and monitored for security and training purposes.
(h)If you do not want to apply for the Open Offer Shares
Qualifying Non-CREST Shareholders who do not want to take up or apply for the Open Offer
Shares under the Open Offer should take no action and should not complete or return the
Application Form.

3.2 If you have an Open Offer Entitlement and an Excess CREST Open Offer Entitlement
credited to your stock account in CREST in respect of your entitlement under theOpen Offer(a) General
Subject to paragraph 6 of Part III “Terms and conditions of the Open Offer” in relation to certain
Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to their stock
account in CREST of their Open Offer Entitlement equal to the maximum number of Open Offer
Shares for which they are entitled to apply under the Open Offer plus the number of Excess
Shares for which they are entitled to apply for under the Excess CREST Open Offer Entitlement.
Entitlements to Open Offer Shares will be rounded down to the nearest whole number and any
Open Offer Entitlements have therefore also been rounded down. Any fractional entitlements toOpen Offer Shares arising will be aggregated and made available under the Excess
Application Facility.
No allocations of Open Offer Shares will be made to Qualifying Shareholders where such Open
Offer Shares would result in any person or persons acquiring or increasing control of the Company
within the meaning given in sections 181 and 182 of FSMA, without the relevant regulatory
approval of such acquisition or increase of control having ﬁrst been obtained and not having
expired prior to such exercise. Unless the Company is satisﬁed that such valid approval has beenobtained, the Company will reduce the allocations for Open Offer Shares to relevant Qualifying
Shareholders such that there is no such acquisition or increase in control of the Company within
the meaning given in sections 181 and 182 of FSMA.
25

The CREST stock account to be credited will be an account under the CREST participant ID and
CREST Member account ID that apply to the Existing Ordinary Shares held on the Record Dateby the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements and Excess
CREST Open Offer Entitlements have been allocated.
If for any reason Open Offer Entitlements and/or the Excess CREST Open Offer Entitlements
cannot be admitted to CREST by, or the stock accounts of Qualifying CREST Shareholders
cannot be credited by, 5.00 p.m. on 7 December 2022, or such later time and/or date as theCompany may decide, an Application Form will be sent to each Qualifying CREST Shareholder
in substitution for the Open Offer Entitlement and Excess CREST Open Offer Entitlement whichshould have been credited to his stock account in CREST. In these circumstances the expected
timetable as set out in this document will be adjusted as appropriate and the provisions of thisdocument applicable to Qualifying Non-CREST Shareholders with Application Forms will apply
to Qualifying CREST Shareholders who receive an Application Form.
CREST Members who wish to apply to acquire some or all of their entitlements to Open Offer
Shares and their Excess CREST Open Offer Entitlements should refer to the CREST Manual forfurther information on the CREST procedures referred to below. Should you need advice withregard to these procedures, please contact Neville Registrars Limited on +44(0) 121 585 1131.
Calls are charged at the standard geographic rate and will vary by provider. Calls outside theUnited Kingdom will be charged at the applicable international rate. The helpline is open between
9.00 a.m. – 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please
note that Neville Registrars Limited cannot provide any ﬁnancial, legal or tax advice and calls may
be recorded and monitored for security and training purposes.
(b)Market claims
Each of the Open Offer Entitlements and Excess CREST Open Offer Entitlements will constitutea separate security for the purposes of CREST. Although Open Offer Entitlements and Excess
CREST Open Offer Entitlements will be admitted to CREST and be enabled for settlement,
applications in respect of Open Offer Entitlements and Excess CREST Open Offer Entitlements
may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtueof a bona fide market claim transaction. Transactions identiﬁed by the CREST Claims Processing
Unit as “cum” in relation to the Open Offer Entitlement and Excess CREST Open Offer
Entitlements will generate an appropriate market claim transaction and the relevant Open Offer
Entitlement(s) and Excess CREST Open Offer Entitlement(s) will thereafter be transferred
accordingly.

(c)Unmatched Stock Event (“USE”) instructions
Qualifying CREST Shareholders who are CREST Members and who want to apply for Open Offer
Shares in respect of all or some of their Open Offer Entitlements and their Excess CREST Open
Offer Entitlements in CREST must send (or, if they are CREST sponsored members, procure that
their CREST sponsor sends) an USE instruction to Euroclear (“USE Instruction”) which, on its
settlement, will have the following effect:

(d)

(i)

the crediting of a stock account of Neville Registrars Limited under the participant ID andmember account ID speciﬁed below, with a number of Open Offer Entitlements or Excess
CREST Open Offer Entitlements corresponding to the number of Open Offer Shares applied
for; and(ii)

the creation of a CREST payment, in accordance with the CREST payment arrangements
in favour of the payment bank of Neville Registrars Limited in respect of the amount speciﬁedin the USE Instruction which must be the full amount payable on application for the numberof Open Offer Shares referred to in paragraph 3.2(c)(i) above.

Content of USE instruction in respect of Open Offer Entitlements
The USE instruction must be properly authenticated in accordance with Euroclear’s speciﬁcations
and must contain, in addition to the other information that is required for settlement in CREST,
the following details:

26

(i)

the number of Open Offer Shares for which application is being made (and hence thenumber of the Open Offer Entitlement(s) being delivered to Neville Registrars Limited);(ii)

the ISIN of the Open Offer Entitlement. This is GB00BPG41528;(iii)

the CREST participant ID of the accepting CREST Member;(iv)

the CREST Member account ID of the accepting CREST Member from which the Open
Offer Entitlements are to be debited;(v)

the participant ID of Neville Registrars Limited in its capacity as a CREST receiving agent.
This is 7RA11;(vi)

the member account ID of Neville Registrars Limited in its capacity as a CREST receiving
agent. This is BASIC;(vii) the amount payable by means of a CREST payment on settlement of the USE Instruction.
This must be the full amount payable on application for the number of Open Offer Sharesreferred to in (i) above;(viii) the intended settlement date. This must be on or before 11.00 a.m. on 21 December 2022;
and
(ix)

the Corporate Action Number for the Open Offer. This will be available by viewing the relevant
corporate action details in CREST.

In order for an application under the Open Offer to be valid, the USE Instruction must comply
with the requirements as to authentication and contents set out above and must settle on or
before 11.00 a.m. on 21 December 2022. In order to assist prompt settlement of the USE
Instruction, CREST Members (or their sponsors, where applicable) may consider adding thefollowing non-mandatory ﬁelds to the USE Instruction:(i)a contact name and telephone number (in the free format shared note ﬁeld); and(ii)

a priority of at least 80.

CREST Members and, in the case of CREST sponsored members, their CREST sponsors, shouldnote that the last time at which a USE Instruction may settle on 21 December 2022 in order tobe valid is 11.00 a.m. on that day. In the event that the Open Offer does not become unconditionalby 8.00 a.m. on 22 December 2022 (or such later time and date as the Company determines
being no later than 8.00 a.m. on 31 January 2023), the Open Offer will lapse, the Open Offer
Entitlements admitted to CREST will be disabled and Neville Registrars Limited will refund theamount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest,
as soon as practicable thereafter.
(e)Content of USE Instruction in respect of Excess CREST Open Offer Entitlements
The USE Instruction must be properly authenticated in accordance with Euroclear’s speciﬁcations
and must contain, in addition to the other information that is required for settlement in CREST,
the following details:(i)the number of Excess Shares for which application is being made (and hence being
delivered to Neville Registrars Limited);(ii)

the ISIN of the Excess CREST Open Offer Entitlement. This is GB00BPG41635;(iii)

the CREST participant ID of the accepting CREST Member;(iv)

the CREST Member account ID of the accepting CREST Member from which the Excess
CREST Open Offer Entitlements are to be debited;(v)

the participant ID of Neville Registrars Limited its capacity as a CREST receiving agent. Thisis 7RA11;(vi)

the member account ID of Neville Registrars Limited in its capacity as a CREST receiving
agent. This is EXCESS;

27

(vii) the amount payable by means of a CREST payment on settlement of the USE Instruction.
This must be the full amount payable on application for the number of Open Offer Sharesreferred to in (i) above;(viii) the intended settlement date. This must be on or before 11.00 a.m. on 21 December 2022;
and
(ix)

the Corporate Action Number for the Open Offer. This will be available by viewing the relevant
corporate action details in CREST.

In order for an application in respect of an Excess CREST Open Offer Entitlement under the Open
Offer to be valid, the USE Instruction must comply with the requirements as to authenticationand contents set out above and must settle on or before 11.00 a.m. on 21 December 2022.
In order to assist prompt settlement of the USE Instruction, CREST Members (or their sponsors,
where applicable) may consider adding the following non-mandatory ﬁelds to the USE Instruction:(i)a contact name and telephone number (in the free format shared note ﬁeld); and(ii)

a priority of at least 80.

CREST Members and, in the case of CREST sponsored members, their CREST sponsors, shouldnote that the last time at which a USE Instruction may settle on 21 December 2022 in order tobe valid is 11.00 a.m. on that day.
In the event that the Open Offer do not become unconditional by 8.00 a.m. on 22 December (orsuch later time and date as the Company determines being no later than 8.00 a.m. on 31 January2023), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabledand Neville Registrars Limited will refund the amount paid by a Qualifying CREST Shareholder by
way of a CREST payment, without interest, as soon as practicable thereafter.
(f)

Deposit of Open Offer Entitlements into, and withdrawal from, CREST
A Qualifying Non-CREST Shareholder’s entitlement under the Open Offer as shown by the numberof Open Offer Entitlements set out in his Application Form may be deposited into CREST (either
into the account of the Qualifying Shareholder named in the Application Form or into the name ofa person entitled by virtue of a bona fide market claim), provided that such Qualifying Non-CREST
Shareholder is also a CREST Member. Similarly, Open Offer Entitlements and Excess CREST Open
Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under theOpen Offer and entitlement to apply under the Excess Application Facility is reﬂected in an
Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit
or withdrawal, subject (in the case of a deposit into CREST) as set out in the Application Form.
A holder of an Application Form who is proposing to deposit the entitlement set out in such form
into CREST is recommended to ensure that the deposit procedures are implemented in sufﬁcient
time to enable the person holding or acquiring the Open Offer Entitlements and the entitlement
to apply under the Excess Application Facility following their deposit into CREST to take allnecessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 21 December
2022. After depositing their Open Offer Entitlement into their CREST account, CREST holders
will shortly thereafter receive a credit for their Excess CREST Open Offer Entitlement, which will
be managed by Neville Registrars Limited.
If you have received your Application Form by virtue of a bona fide market claim, the declaration
below Box 10 must be made or (in the case of an Application Form which has been split) marked‘Declaration of sale or transfer duly made’. If you wish to take up your Open Offer Entitlement,
the CREST Deposit Form in Box 13 of your Application Form must be completed and deposited
with the CREST Courier and Sorting Service in accordance with the instructions above. A holder
of more than one Application Form who wishes to deposit Open Offer Entitlements shown on
those Application Forms into CREST must complete Box 13 of each Application Form.
In particular, having regard to normal processing times in CREST and on the part of Neville
Registrars Limited, the recommended latest time for depositing an Application Form with the28

CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement
under the Open Offer set out in such Application Form as Open Offer Entitlements and Excess
CREST Open Offer Entitlements in CREST, is 3.00 p.m. on 16 December 2022 and therecommended latest time for receipt by Euroclear of a dematerialised instruction requesting
withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST
is 4.30 p.m. on 15 December 2022 in either case so as to enable the person acquiring or (asappropriate) holding the Open Offer Entitlements and the entitlement to apply under the Excess
Application Facility following the deposit or withdrawal (whether as shown in an Application Formor held in CREST) to take all necessary steps in connection with applying in respect of the Open
Offer Entitlements and the entitlement to apply under the Excess Application Facility, as the casemay be, prior to 11.00 a.m. on 21 December 2022.
Delivery of an Application Form with the CREST deposit form duly completed whether in respectof a deposit into the account of the Qualifying Shareholder named in the Application Form or into
the name of another person, shall constitute a representation and warranty to the Company and
Neville Registrars Limited by the relevant CREST Member(s) that it/they is/are not in breach of theprovisions of the notes under the paragraph headed “Instructions for depositing entitlements under
the Open Offer into CREST” on page 3 of the Application Form, and a declaration to the Company
and Neville Registrars Limited from the relevant CREST Member(s) that it/they is/are not in the
United States or citizen(s) or resident(s) of any Restricted Jurisdiction or any other jurisdiction inwhich the application for Open Offer Shares is prevented by law and, where such deposit is madeby a beneﬁciary of a market claim, a representation and warranty that the relevant CREST
Member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.
(g)Validity of application
A USE instruction complying with the requirements as to authentication and contents set out
above which settles by no later than 11.00 a.m. on 21 December 2022 will constitute a valid
application under the Open Offer.

(h)

CREST procedures and timings
CREST Members and (where applicable) their CREST sponsors should note that Euroclear does
not make available special procedures in CREST for any particular corporate action. Normal
system timings and limitations will therefore apply in relation to the input of a USE instruction andits settlement in connection with the Open Offer. It is the responsibility of the CREST Member
concerned to take (or, if the CREST Member is a CREST sponsored member, to procure that his
CREST sponsor takes) such action as shall be necessary to ensure that a valid application ismade as stated above by 11.00 a.m. on 21 December 2022. In this connection CREST Membersand (where applicable) their CREST sponsors are referred in particular to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.

(i)

If a Qualifying CREST Shareholder does not wish to apply for the Open Offer Shares
If a Qualifying CREST Shareholder does not wish to apply for the Open Offer Shares under theOpen Offer, they should take no action.

(j)Incorrect or incomplete applications
If a USE Instruction includes a CREST payment for an incorrect sum, the Company, through Neville
Registrars Limited, reserves the right: (i) to reject the application in full and refund the payment to
the CREST Member in question (without interest); (ii) in the case that an insufﬁcient sum is paid,
to treat the application as a valid application for such lesser whole number of Open Offer Sharesas would be able to be applied for with that payment at the Issue Price, refunding any unutilised
sum to the CREST Member in question (without interest); and (iii) in the case that an excess sum
is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the
USE Instruction, refunding any unutilised sum to the CREST Member in question (without interest).

29

(k)

The Excess Application Facility
The Excess Application Facility enables Qualifying CREST Shareholders, who have taken up theirOpen Offer Entitlement in full, to apply for Excess Shares in excess of their Open Offer Entitlement
as at the Record Date. If applications under the Excess Application Facility are received for morethan the total number of Open Offer Shares available following take up of Open Offer Entitlements,
the Excess Shares will be scaled back in such manner as the Directors may determine in theirabsolute discretion and no assurance can be given that excess applications by Qualifying
Shareholders will be met in full or in part or at all. Excess CREST Open Offer Entitlements may
not be sold or otherwise transferred. Subject as provided in paragraph 6 of this Part III “Terms
and conditions of the Open Offer” in relation to Overseas Shareholders, the CREST accounts of
Qualifying CREST Shareholders will be credited with Excess CREST Open Offer Entitlements toenable applications for Excess Shares to be settled through CREST. Qualifying CREST
Shareholders should note that, although the Open Offer Entitlement and the Excess CREST Open
Offer Entitlements will be admitted to CREST, they will have limited settlement capabilities. Neither
the Open Offer Entitlement nor the Excess CREST Open Offer Entitlements will be tradable orlisted and applications in respect of the Open Offer may only be made by the Qualifying
Shareholders originally entitled or by a person entitled by virtue of a bona fide market claim.
To apply for Excess Shares pursuant to the Open Offer, Qualifying CREST Shareholders should
follow the instructions above and must not return a paper form and cheque.
Should a transaction be identiﬁed by the CREST Claims Processing Unit as “cum” the Open Offer
Entitlement and the relevant Open Offer Entitlement(s) will be transferred, the Excess CREST
Open Offer Entitlements will not transfer with the Open Offer Entitlement(s) claim, but will betransferred as a separate claim. Should a Qualifying CREST Shareholder cease to hold all of their
Existing Ordinary Shares as a result of one or more bona fide market claims, the Excess CREST
Open Offer Entitlement credited to CREST and allocated to the relevant Qualifying Shareholder
will be transferred to the purchaser. Please note that an additional USE Instruction must be sentin respect of any application under the Excess CREST Open Offer Entitlement.
Should the Open Offer become unconditional and applications for Open Offer Shares by
Qualifying Shareholders under the Open Offer exceed 20,676,322 Open Offer Shares, or wherean allocation of Excess Shares would otherwise result in any person or persons acquiring or
increasing control of the Company within the meaning given in sections 181 and 182 of FSMA
resulting in a scale back of applications under the Excess Application Facility, each Qualifying
CREST Shareholder who has made a valid application pursuant to their Excess CREST Open
Offer Entitlement and from whom payment in full for the excess Open Offer Shares has been
received, will receive a Sterling amount equal to the number of Open Offer Shares validly appliedand paid for but which are not allocated to the relevant Qualifying CREST Shareholder multipliedby the Issue Price. Monies will be returned as soon as reasonably practicable following thecompletion of the scale back, without payment of interest and at the applicant’s sole risk by way
of cheque or CREST payment, as appropriate. Fractions of Open Offer Shares will be aggregatedand made available under the Excess Application Facility.
All enquiries in connection with the procedure for applications under the Excess Application Facility
and your Excess CREST Open Offer Entitlement should be addressed to Neville Registrars Limited
at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD or canbe contacted on +44(0) 121 585 1131. Calls are charged at the standard geographic rate and willvary by provider. Calls outside the United Kingdom will be charged at the applicable internationalrate. The helpline is open between 9.00 a.m. – 5.00 p.m., Monday to Friday excluding public holidays
in England and Wales. Please note that Neville Registrars Limited cannot provide any ﬁnancial, legal
or tax advice and calls may be recorded and monitored for security and training purposes.

(l)Effect of valid application
A CREST Member who makes or is treated as making a valid application for some or all of their
pro rata entitlement to the Open Offer Shares in accordance with the above procedures thereby:(i)

represents and warrants to the Company that they have the right, power and authority, andhas taken all action necessary, to make the application under the Open Offer and to execute,30

deliver and exercise their rights, and perform their obligations, under any contracts resulting
therefrom and that they are not a person otherwise prevented by legal or regulatory
restrictions from applying for Open Offer Shares or acting on behalf of any such person ona non-discretionary basis;(ii)

agrees to pay the amount payable on application in accordance with the above proceduresby means of a CREST payment in accordance with the CREST payment arrangements (itbeing acknowledged that the payment to Neville Registrars Limited’s payment bank inaccordance with the CREST payment arrangements shall, to the extent of the payment,
discharge in full the obligation of the CREST Member to pay to the Company the amountpayable on application);(iii)

agrees with the Company that all applications under the Open Offer and contracts resulting
therefrom, and any non-contractual obligations related thereto, under the Open Offer shallbe governed by, and construed in accordance with, the laws of England;(iv)

represents and warrants that they are the Qualifying Shareholder originally entitled to theOpen Offer Entitlement;(v)

represents and warrants to the Company that if they have received some or all of their Open
Offer Entitlements from a person other than the Company, he is entitled to apply under theOpen Offer in relation to such Open Offer Entitlement by virtue of a bona ﬁde market claim;(vi)requests that the Open Offer Shares to which they will become entitled shall be issued tothem on the terms set out in this document subject to the articles of association of theCompany;(vii) represents and warrants to the Company that they are not, nor are they applying on behalfof any Shareholder who is, in the United States or is a citizen or resident, or which is a
corporation, partnership or other entity created or organised in or under any laws, of any
Restricted Jurisdiction or any other jurisdiction in which the application for Open Offer Sharesis prevented by law and they are not applying with a view to re-offering, re-selling, transferringor delivering any of the Open Offer Shares which are the subject of their application in the
United States or to, or for the beneﬁt of, a Shareholder who is a citizen or resident or which
is a corporation, partnership or other entity created or organised in or under any laws of
any Restricted Jurisdiction or any other jurisdiction in which the application for Open Offer
Shares is prevented by law (except where proof satisfactory to the Company has been
provided to the Company that they are able to accept the invitation by the Company free ofany requirement which it (in its absolute discretion) regards as unduly burdensome), nor
acting on behalf of any such person on a non-discretionary basis nor person(s) otherwise
prevented by legal or regulatory restrictions from applying for Open Offer Shares under theOpen Offer;(viii) represents and warrants that they are not, and nor is he applying as nominee or agent for,a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve
Tax Regulations 1986 at any of the increased rates referred to in sections 67, 70, 93 or 96(depositary receipts and clearance services) of the Finance Act 1986; and(ix)

conﬁrms that in making the application they are not relying and have not relied on any person
afﬁliated with the Company in connection with any investigation of the accuracy of any
information contained in this document or his investment decision.

(m) Company’s discretion as to the rejection and validity of applications
The Company may in its sole discretion:(i)treat as valid (and binding on the CREST Member concerned) an application which does
not comply in all respects with the requirements as to validity set out or referred to in thisPart III “Terms and conditions of the Open Offer”;(ii)

accept an alternative properly authenticated dematerialised instruction from a CREST
Member or (where applicable) a CREST sponsor as constituting a valid application in
substitution for or in addition to a USE Instruction and subject to such further terms andconditions as the Company may determine;

31

(n)

(iii)

treat a properly authenticated dematerialised instruction (in this sub-paragraph the “ﬁrstinstruction”) as not constituting a valid application if, at the time at which Neville Registrars
Limited receives a properly authenticated dematerialised instruction giving details of the ﬁrst
instruction or thereafter, either the Company or Neville Registrars Limited has received actual
notice from Euroclear of any of the matters speciﬁed in Regulation 35(5)(a) of the CREST
Regulations in relation to the ﬁrst instruction. These matters include notice that any
information contained in the ﬁrst instruction was incorrect or notice of lack of authority tosend the ﬁrst instruction; and(iv)

accept an alternative instruction or notiﬁcation from a CREST Member or CREST sponsoredmember or (where applicable) a CREST sponsor, or extend the time for settlement of a USE
Instruction or any alternative instruction or notiﬁcation, in the event that, for reasons or due
to circumstances outside the control of any CREST Member or CREST sponsored memberor (where applicable) CREST sponsor, the CREST Member or CREST sponsored member
is unable validly to apply for Open Offer Shares by means of the above procedures. In normal
circumstances, this discretion is only likely to be exercised in the event of any interruption,
failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or
systems operated by Neville Registrars Limited in connection with CREST.

Lapse of the Open Offer
In the event that the Open Offer does not become unconditional by 8.00 a.m. on 22 December
or such later time and date as the Company may determine (being no later than 8.00 a.m. on
31 January 2023), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will
be disabled and Neville Registrars Limited will refund the amount paid by a Qualifying CREST
Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter.

4. Money Laundering Regulations
4.1 Holders of Application Forms
To ensure compliance with the Money Laundering Regulations, Neville Registrars Limited may require,at its absolute discretion, veriﬁcation of the identity of the person by whom or on whose behalf the
Application Form is lodged with payment (which requirements are referred to below as the “veriﬁcationof identity requirements”). If the Application Form is submitted by a UK regulated broker or intermediary
acting as agent and which is itself subject to the Money Laundering Regulations, any veriﬁcation ofidentity requirements are the responsibility of such broker or intermediary and not of Neville Registrars
Limited. In such case, the lodging agent’s stamp should be inserted on the Application Form.
The person lodging the Application Form with payment and in accordance with the other terms as
described above (the “acceptor”), including any person who appears to Neville Registrars Limited tobe acting on behalf of some other person, accepts the Open Offer in respect of such number of Open
Offer Shares as is referred to therein (for the purposes of this paragraph 4 the “relevant Open Offer
Shares”) shall thereby be deemed to agree to provide Neville Registrars Limited with such informationand other evidence as they may require to satisfy the veriﬁcation of identity requirements.
If Neville Registrars Limited determines that the veriﬁcation of identity requirements apply to any
acceptor or application, the relevant Open Offer Shares (notwithstanding any other term of the Open
Offer) will not be issued to the relevant acceptor unless and until the veriﬁcation of identity requirements
have been satisﬁed in respect of that acceptor or application. Neville Registrars Limited is entitled, in
its absolute discretion, to determine whether the veriﬁcation of identity requirements apply to any
acceptor or application and whether such requirements have been satisﬁed, and neither Neville
Registrars Limited nor the Company will be liable to any person for any loss or damage suffered or
incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.
If the veriﬁcation of identity requirements apply, failure to provide the necessary evidence of identity
within a reasonable time may result in delays in the despatch of share certiﬁcates or in crediting CREST
accounts. If, within a reasonable time following a request for veriﬁcation of identity, Neville Registrars
Limited has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute
discretion, treat the relevant application as invalid, in which event the monies payable on acceptance32

of the Open Offer will be returned (at the acceptor’s risk) without interest to the account of the bank orbuilding society on which the relevant cheque was drawn.
Submission of an Application Form with the appropriate remittance will constitute a warranty to eachof the Company and Neville Registrars Limited from the applicant that the Money Laundering
Regulations will not be breached by application of such remittance.
The veriﬁcation of identity requirements will not usually apply:(i)if the applicant is an organisation required to comply with the Money Laundering Directive (theCouncil Directive on prevention of the use of the ﬁnancial system for the purpose of money
laundering (no.91/308/EEC));(ii)

if the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is itself
subject to the Money Laundering Regulations;(iii)

if the applicant (not being an applicant who delivers his application in person) makes payment by
way of a cheque drawn on an account in the applicant’s name; or(iv)

if the aggregate subscription price for the Open Offer Shares is less than €15,000(approximately £13,000).

In other cases the veriﬁcation of identity requirements may apply. Satisfaction of these requirements
may be facilitated in the following ways:(a)

if payment is made by cheque in Sterling drawn on a branch in the United Kingdom of a bank orbuilding society which bears a UK bank sort code number in the top right hand corner thefollowing applies. Cheques should be made payable to “Neville Registrars Limited Re clients
account” and crossed “A/C Payee Only”. Third party cheques may not be accepted with the
exception of building society cheques where the building society or bank has conﬁrmed the nameof the account holder by stamping or endorsing the back of the cheque to such effect. The
account name should be the same as that shown on the Application Form; or(b)

if the Application Form is lodged with payment by an agent which is an organisation of the kindreferred to in (i) above or which is subject to anti-money laundering regulation in a country which
is a member of the Financial Action Task Force, the agent should provide with the Application
Form written conﬁrmation that it has that status and a written assurance that it has obtained andrecorded evidence of the identity of the person for whom it acts and that it will on demand makesuch evidence available to Neville Registrars Limited. If the agent is not such an organisation, it
should contact Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West
Midlands, United Kingdom, B62 8HD.

To conﬁrm the acceptability of any written assurance referred to in (b) above, or in any other case, theacceptor should contact Neville Registrars Limited on +44(0) 121 585 1131. Calls to the helpline
number are typically charged at your service provider’s standard rate. Calls to the helpline from outside
the UK will be charged at applicable international rates. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for security and training purposes.
Please note Neville Registrars Limited cannot provide ﬁnancial or taxation advice or comment on the
merits of the Open Offer or as to whether applicants should take up their Open Offer Entitlement.
If the Application Form(s) is/are in respect of Open Offer Shares and is/are lodged by hand by theacceptor in person, or if the Application Form(s) in respect of Open Offer Shares is/are lodged by handby the acceptor and the accompanying payment is not the acceptor’s own cheque, he or she should
ensure that he or she has with him or her evidence of identity bearing his or her photograph (forexample, his or her passport) and separate evidence of his or her address.
If, within a reasonable period of time following a request for veriﬁcation of identity, and in any case by
no later than 8.00 a.m. on 31 January 2023, Neville Registrars Limited has not received evidence
satisfactory to it as aforesaid, Neville Registrars Limited may, at its discretion, as agent of the Company,
reject the relevant application, in which event the monies submitted in respect of that application will
be returned without interest to the account at the payee bank from which such monies were originallydebited (without prejudice to the rights of the Company to undertake proceedings to recover monies

33

in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as
aforesaid).
4.2 Open Offer Entitlements in CREST
If you hold your Open Offer Entitlement and Excess CREST Open Offer Entitlement in CREST andapply for Open Offer Shares in respect of some or all of your Open Offer Entitlement Excess CREST
Open Offer Entitlement as agent for one or more persons and you are not a UK or EU regulated person
or institution (e.g. a UK ﬁnancial institution), then, irrespective of the value of the application, Neville
Registrars Limited is obliged to take reasonable measures to establish the identity of the person or
persons on whose behalf you are making the application. You must therefore contact Neville Registrars
Limited before sending any USE Instruction or other instruction so that appropriate measures may
be taken.
Submission of a USE Instruction which on its settlement constitutes a valid application as describedabove constitutes a warranty and undertaking by the applicant to provide promptly to Neville Registrars
Limited such information as may be speciﬁed by Neville Registrars Limited as being required for the
purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to
Neville Registrars Limited as to identity, who may in its absolute discretion take, or omit to take, suchaction as it may determine to prevent or delay the issue of the Open Offer Shares concerned. If
satisfactory evidence of identity has not been provided within a reasonable time, then the application
for the Open Offer Shares represented by the USE instruction will not be valid. This is without prejudice
to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure
to provide satisfactory evidence.

5. Admission, settlement and dealings
The result of the Open Offer is expected to be announced on 22 December 2022. Application will be madeto the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. Subject to theOpen Offer becoming unconditional in all respects (save only as to Admission), it is expected that Admission
will become effective and that dealings in the Open Offer Shares, fully paid, will commence at 8.00 a.m. on
23 December 2022.
The Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST
is accordingly required for the Open Offer Shares. All such shares, when issued and fully paid, may be held
and transferred by means of CREST.
Open Offer Entitlements and Excess CREST Open Offer Entitlements held in CREST are expected to bedisabled in all respects after 11.00 a.m. on 21 December 2022 (the latest date for applications under theOpen Offer). If the condition(s) to the Open Offer described above are satisﬁed, Open Offer Shares will be
issued in uncertiﬁcated form to those persons who submitted a valid application for Open Offer Shares byutilising the CREST application procedures and whose applications have been accepted by the Company.
On 23 December 2022, Neville Registrars Limited will instruct Euroclear to credit the appropriate stock
accounts of such persons with such persons’ entitlements to Open Offer Shares with effect from Admission.
The stock accounts to be credited will be accounts under the same CREST participant IDs and CREST
Member account IDs in respect of which the USE Instruction was given. Notwithstanding any other provisionof this document, the Company reserves the right to send Qualifying CREST Shareholders an Application
Form instead of crediting the relevant stock account with Open Offer Entitlements and Excess CREST Open
Offer Entitlements, and to allot and/or issue any Open Offer Shares in certiﬁcated form. In normal
circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown
of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by Neville
Registrars Limited in connection with CREST.
No temporary documents of title will be issued and, transfers will be certiﬁed against the UK share registerof the Company. All documents or remittances sent by, to, from or on behalf of applicants, or as they may
direct, will (in the latter case) be sent through the post and will (in both cases) be at the risk of the applicant.
For more information as to the procedure for application, Qualifying Non-CREST Shareholders are referred
to paragraph 3.1 above and their respective Application Form.

34

6. Overseas Shareholders
The comments set out in this paragraph 6 are intended as a general guide only and any Overseas
Shareholders who are in any doubt as to their position should consult their professional advisers
without delay.
6.1 General
The distribution of this document and the making or acceptance of the Open Offer to or bypersons who have registered addresses in, or who are resident or ordinarily resident in, or
citizens of, or which are corporations, partnerships or other entities created or organised
under the laws of countries other than the United Kingdom or to persons who are nomineesof or custodians, trustees or guardians for citizens, residents in or nationals of, countries
other than the United Kingdom, may be affected by the laws or regulatory requirements of
the relevant jurisdictions. It is the responsibility of those persons to consult their professional
advisers as to whether they require any governmental or other consents or need to observe
any applicable legal requirement or other formalities to enable them to apply for Open Offer
Shares under the Open Offer.
No action has been or will be taken by the Company or any other person, to permit a public offeringor distribution of this document (or any other offering or publicity materials or application form(s) relating
to the Open Offer Shares) in any jurisdiction where action for that purpose may be required, other thanin the United Kingdom. Receipt of this document and/or an Application Form and/or a credit of anOpen Offer Entitlement or an Excess CREST Open Offer Entitlement to a stock account in CREST will
not constitute an invitation or offer of securities for subscription, sale or purchase in any jurisdictions
in which it would be illegal to make such an invitation or offer and, in those circumstances, thisdocument and/or the Application Form must be treated as sent for information only and should not be
copied or redistributed.
Application Forms will not be sent to, and Open Offer Entitlements and Excess CREST Open Offer
Entitlements will not be credited to stock accounts in CREST of, persons with registered addresses in
the United States or a Restricted Jurisdiction or their agent or intermediary, except where the Company
is satisﬁed that such action would not result in the contravention of any registration or other legal
requirement in any jurisdiction.
No person receiving a copy of this document and/or an Application Form and/or a credit of Open Offer
Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST in any territory
other than the United Kingdom may treat the same as constituting an invitation or offer to him or her,nor should he or she in any event use any such Application Form and/or credit of Open Offer
Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST unless, in therelevant territory, such an invitation or offer could lawfully be made to them and such Application Form
and/or credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock accountin CREST could lawfully be used, and any transaction resulting from such use could be effected,
without contravention of any registration or other legal or regulatory requirements. In circumstanceswhere an invitation or offer would contravene any registration or other legal or regulatory requirements,
this document and/or the Application Form must be treated as sent for information only and should
not be copied or redistributed.
It is the responsibility of any person (including, without limitation, custodians, agents, nominees andtrustees) outside the United Kingdom wishing to apply for Open Offer Shares under the Open Offer tosatisfy themselves as to the full observance of the laws of any relevant territory in connection therewith,including obtaining any governmental or other consents that may be required, observing any otherformalities required to be observed in such territory and paying any issue, transfer or other taxes due
in such territory.
None of the Company, Beaumont Cornish, Peterhouse nor any of their respective representatives, ismaking any representation to any offeree or purchaser of the Open Offer Shares regarding the legalityof an investment in the Open Offer Shares by such offeree or purchaser under the laws applicable tosuch offeree or purchaser.

35

Persons (including, without limitation, custodians, agents, nominees and trustees) receiving a copy ofthis document and/or an Application Form and/or a credit of Open Offer Entitlements or Excess CREST
Open Offer Entitlements to a stock account in CREST, in connection with the Open Offer or otherwise,
should not distribute or send either of those documents nor transfer Open Offer Entitlements or Excess
CREST Open Offer Entitlements in or into any jurisdiction where to do so would or might contravene
local securities laws or regulations. If a copy of this document and/or an Application Form and/or acredit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in
CREST is received by any person in any such territory, or by their custodian, agent, nominee or trustee,
they must not seek to apply for Open Offer Shares in respect of the Open Offer unless the Company
determines that such action would not violate applicable legal or regulatory requirements. Any person(including, without limitation, custodians, agents, nominees and trustees) who does forward a copy ofthis document and/or an Application Form and/or transfers Open Offer Entitlements or Excess CREST
Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligationor otherwise, should draw the attention of the recipient to the contents of this Part III “Terms andconditions of the Open Offer” and speciﬁcally the contents of this paragraph 6.
The Company reserves the right to treat as invalid any application or purported application for Open
Offer Shares that appears to the Company or its agents to have been executed, effected or despatchedfrom the United States or a Restricted Jurisdiction or in a manner that may involve a breach of thelaws or regulations of any other jurisdiction or if the Company or its agents believe that the same may
violate applicable legal or regulatory requirements or if it provides an address for delivery of the sharecertiﬁcates of Open Offer Shares or in the case of a credit of Open Offer Entitlements or Excess CREST
Open Offer Entitlements to a stock account in CREST, to a CREST Member whose registered address
would be, in the United States or a Restricted Jurisdiction or any other jurisdiction outside the United
Kingdom in which it would be unlawful to deliver such share certiﬁcates or make such a credit.
The Company reserves the right to reject an application to subscribe for Open Offer Shares under any
Open Offer Entitlement and/or Excess CREST Open Offer Entitlement, submitted by or on behalf ofany person, in any such jurisdiction, or by or on behalf of any person who is acquiring Open Offer
Shares or Open Offer Warrants for resale in any such jurisdiction.
Notwithstanding any other provision of this document or the relevant Application Form, the Company
reserves the right to permit any person to apply for Open Offer Shares in respect of the Open Offer if
the Company, in its sole and absolute discretion, is satisﬁed that the transaction in question is exempt
from, or not subject to, the legislation or regulations giving rise to the restrictions in question.
Overseas Shareholders who wish, and are permitted, to apply for Open Offer Shares should note thatpayment must be made in Sterling denominated cheques or, where such Overseas Shareholder is a
Qualifying CREST Shareholder, through CREST. Due to restrictions under the securities laws of theUnited States and the Restricted Jurisdictions, and subject to certain exceptions, Qualifying
Shareholders in the United States or who have registered addresses in, or who are resident or ordinarily
resident in, or citizens of, any Restricted Jurisdiction will not qualify to participate in the Open Offer
and will not be sent an Application Form nor will their stock accounts in CREST be credited with Open
Offer Entitlements. No public offer of Open Offer Shares is being made by virtue of this document or
the Application Forms into the United States or any Restricted Jurisdiction. Receipt of this document
and/or an Application Form and/or a credit of an Open Offer Entitlement to a stock account in CREST
will not constitute an invitation or offer of securities for subscription, sale or purchase in thosejurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances,
this document and/or the Application Form must be treated as sent for information only and should
not be copied or redistributed.
6.2 United States
The Open Offer Shares and Open Offer Warrants have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or other jurisdiction of the UnitedStates and, accordingly, may not be offered or sold, re-sold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States except in reliance on an exemption from theregistration requirements of the Securities Act and in compliance with any applicable securities lawsof any state or other jurisdiction of the United States. There will be no public offer of the Open Offer
Shares or Open Offer Warrants in the United States.
36

The Open Offer will be made to Overseas Shareholders by means of a notice in the London Gazette,
details of which are provided in paragraph 10 of this Part III. Accordingly, neither this document nor
the Application Forms constitute or will constitute an offer, or an invitation to apply for, or an offer or
invitation to acquire, any Open Offer Shares or Open Offer Warrants in the United States.
Envelopes containing Application Forms should not be postmarked in the United States or otherwise
despatched from the United States, and all persons acquiring Open Offer Shares and wishing to holdsuch shares in registered form must provide an address for registration of the Open Offer Shares issued
upon exercise thereof outside the United States.
Subject to certain exceptions, any person who acquires Open Offer Shares will be deemed to havedeclared, warranted and agreed, by accepting delivery of this document or the Application Form anddelivery of the Open Offer Shares, that they are not, and that at the time of acquiring the Open Offer
Shares they will not be, in the United States or acting on behalf of, or for the account or beneﬁt of aperson on a non-discretionary basis in the United States or any state of the United States.
The Company reserves the right to treat as invalid any Application Form that appears to the Company
or its agents to have been executed in, or despatched from, the United States, or that provides anaddress in the United States for the receipt of Open Offer Shares, or which does not make the warranty
set out in the Application Form to the effect that the person completing the Application Form does nothave a registered address and is not otherwise located in the United States and is not acquiring theOpen Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or
indirectly, of any such Open Offer Shares in the United States or where the Company believes
acceptance of such Application Form may infringe applicable legal or regulatory requirements.
The Company will not be bound to allot or issue any Open Offer Shares to any person with an addressin, or who is otherwise located in, the United States in whose favour an Application Form or any Open
Offer Shares may be transferred. In addition, the Company reserves the right to reject any USE
instruction sent by or on behalf of any CREST Member with a registered address in, or who is otherwise
located in, the United States in respect of the Open Offer Shares. In addition, until 45 days after thecommencement of the Open Offer, an offer, sale or transfer of the Open Offer Shares within the UnitedStates by a dealer (whether or not participating in the and Open Offer) may violate the registration
requirements of the Securities Act.
6.3 Restricted Jurisdictions
Due to restrictions under the securities laws of the Restricted Jurisdictions and subject to certain
exemptions, no offer of or invitation to acquire Open Offer Shares or Open Offer Warrants is being
made by virtue of this document or the Application Form into the Restricted Jurisdictions. Shareholders
who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any
Restricted Jurisdiction will not be sent an Application Form nor will their stock accounts in CREST be
credited with Open Offer Entitlements or Excess CREST Open Offer Entitlements. The Open Offer
Shares and Open Offer Warrants have not been and will not be registered under the relevant laws of
any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold,resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or forthe account or beneﬁt of, any person with a registered address in, or who is resident or ordinarily
resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.
6.4 Other overseas territories
Application Forms will be sent to Qualifying Non-CREST Shareholders and Open Offer Entitlements
and Excess CREST Open Offer Entitlements will be credited to the stock account in CREST of
Qualifying CREST Shareholders. Qualifying Shareholders in jurisdictions other than the United Statesor the Restricted Jurisdictions may, subject to the laws of their relevant jurisdiction, take up Open Offer
Shares under the Open Offer in accordance with the instructions set out in this document and theApplication Form.
Qualifying Shareholders who have registered addresses in, or who are resident or ordinarily resident
in, or citizens of, countries other than the United Kingdom should, however, consult appropriate
professional advisers as to whether they require any governmental or other consents or need toobserve any further formalities to enable them to apply for any Open Offer Shares in respect of theOpen Offer.
37

6.5 Representations and warranties relating to Overseas Shareholders(a) Qualifying Non-CREST Shareholders
Any person completing and returning an Application Form or requesting registration of the Open
Offer Shares or Open Offer Warrants comprised therein represents and warrants to the Company
and Neville Registrars Limited that, except where proof has been provided to the Company’ssatisfaction that such person’s use of the Application Form will not result in the contravention of
any applicable legal requirements in any jurisdiction: (i) such person is not requesting registrationof the relevant Open Offer Shares or Open Offer Warrants from within the United States or any
Restricted Jurisdiction; (ii) such person is not in any territory in which it is unlawful to make oraccept an offer to acquire Open Offer Shares or Open Offer Warrants in respect of the Open Offeror to use the Application Form in any manner in which such person has used or will use it; (iii)such person is not acting on a non-discretionary basis for a person located within any Restricted
Jurisdiction (except as agreed with the Company) or any territory referred to in (ii) above at thetime the instruction to accept was given; and (iv) such person is not acquiring Open Offer Sharesor Open Offer Warrants with a view to offer, sale, resale, transfer, deliver or distribute, directly or
indirectly, any such Open Offer Shares or Open Offer Warrants into any of the above territories.
The Company and/or Neville Registrars Limited may treat as invalid any acceptance or purported
acceptance of the allotment of Open Offer Shares or Open Offer Warrants comprised in an
Application Form if it: (i) appears to the Company or its agents to have been executed, effected
or despatched from the United States or a Restricted Jurisdiction or in a manner that may involvea breach of the laws or regulations of any jurisdiction or if the Company or its agents believe thatthe same may violate applicable legal or regulatory requirements; or (ii) provides an address in
the United States or a Restricted Jurisdiction for delivery of the share certiﬁcates of Open Offer
Shares or warrant certiﬁcations of Open Offer Warrants (or any other jurisdiction outside the United
Kingdom in which it would be unlawful to deliver such share certiﬁcates); or (iii) purports to exclude
the warranty required by this sub-paragraph 6.5(a).
(b)

Qualifying CREST Shareholders
A CREST Member or CREST sponsored member who makes a valid acceptance in accordancewith the procedures set out in this Part III “Terms and conditions of the Open Offer” represents
and warrants to the Company that, except where proof has been provided to the Company’ssatisfaction that such person’s acceptance will not result in the contravention of any applicablelegal requirement in any jurisdiction: (i) he or she is not within the United States or any Restricted
Jurisdiction; (ii) he or she is not in any territory in which it is unlawful to make or accept an offer
to acquire Open Offer Shares or Open Offer Warrants; (iii) he or she is not accepting on a nondiscretionary basis for a person located within any Restricted Jurisdiction (except as otherwise
agreed with the Company) or any territory referred to in (ii) above at the time the instruction toaccept was given; and (iv) he or she is not acquiring any Open Offer Shares or Open Offer
Warrants with a view the offer, sale, resale, transfer, deliver or distribute, directly or indirectly, anysuch Open Offer Shares Open Offer Warrants into any of the above territories.

6.6 Waiver
The provisions of this paragraph 6 and of any other terms of the Open Offer relating to Overseas
Shareholders may be waived, varied or modiﬁed as regards speciﬁc Shareholders or on a general basisby the Company in its absolute discretion. Subject to this, the provisions of this paragraph 6 supersede
any terms of the Open Offer inconsistent herewith. References in this paragraph 4 to Shareholders
shall include references to the person or persons executing an Application Form and, in the event of
more than one person executing an Application Form, the provisions of this paragraph 6 shall apply tothem jointly and to each of them.

7. Option holders
The Open Offer is not being extended to the holders of share options, save to the extent that any suchshare options are or have been validly exercised and Ordinary Shares have been allotted in consequenceof such exercise prior to the Record Date.

38

8. Times and dates
The Company shall, after consultation with its ﬁnancial and legal advisers, be entitled to amend the dates
that Application Forms are despatched or amend or extend the latest date for acceptance under the Open
Offer and all related dates set out in this document and in such circumstances shall notify the London Stock
Exchange, and make an announcement on a Regulatory Information Service but Qualifying Shareholders
may not receive any further written communication.
If a supplementary circular is issued by the Company two or fewer Business Days prior to the latest timeand date for acceptance and payment in full under the Open Offer speciﬁed in this document, the latest
date for acceptance under the Open Offer shall be extended to the date that is three Business Days after
the date of issue of the supplementary circular (and the dates and times of principal events due to takeplace following such date shall be extended accordingly).

9. Taxation
Shareholders who are in any doubt as to their tax position in relation to taking up their entitlements under
the Open Offer, or who are subject to tax in any jurisdiction other than the United Kingdom, should
immediately consult a suitable professional adviser.

10. Notice in London Gazette
In accordance with section 562(3) of the Companies Act, the offer to Shareholders who have no registeredaddress in the United Kingdom or an EEA State and who have not given to the Company an address in the
United Kingdom or an EEA State for the service of notices, will be made by the Company causing a notice
to be published in the London Gazette on 6 December 2022 stating where copies of this document andthe Application Form may be obtained or inspected on personal application by or on behalf of such
Shareholders. Any person with a registered address, or who is resident or located, in the United States or
any of the Restricted Jurisdictions or any other jurisdictions where the extension and availability of the Open
Offer would breach any applicable law who obtains a copy of this document or an Application Form isrequired to disregard them, except with the consent of the Company.
However, in order to facilitate acceptance of the offer made to such Shareholders by virtue of such
publication, Application Forms will also be posted to Overseas Shareholders who are Qualifying
Shareholders. Such Shareholders, if it is lawful to do so, may accept the offer either by returning theApplication Form posted to them or by obtaining a copy thereof from the place stated in the notice andreturning it in accordance with the instructions set out therein.

11. Further information
Your attention is drawn to the further information set out in this document and also, in the case of Qualifying
Non-CREST Shareholders and other Qualifying Shareholders to whom the Company has sent Application
Forms, to the terms, conditions and other information printed on the accompanying Application Form.

12. Governing law and jurisdiction
The terms and conditions of the Open Offer as set out in this document, the Application Form and any noncontractual obligation related thereto shall be governed by, and construed in accordance with, English law.
The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise outof or in connection with the Open Offer, this document or the Application Form. By taking up Open Offer
Shares, by way of their Open Offer Entitlement and the Excess Application Facility (as applicable), in
accordance with the instructions set out in this document and, where applicable, the Application Form,
Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive
any objection to proceedings in any such court on the ground of venue or on the ground that proceedings
have been brought in an inconvenient forum.

39

PART IVQUESTIONS AND ANSWERS ABOUT THE OPEN OFFER
The questions and answers set out in this Part IV “Questions and answers about the Open Offer” areintended to be in general terms only and, as such, you should read Part III “Terms and conditions of theOpen Offer” of this document for full details of what action to take. If you are in any doubt as to the action
you should take, you are recommended to seek your own personal ﬁnancial advice immediately from yourstockbroker, bank, fund manager, solicitor, accountant or other appropriate independent ﬁnancial adviser,
who is authorised under FSMA if you are in the United Kingdom, or, if not, from another appropriately
authorised independent ﬁnancial adviser. The Open Offer is not being extended into the United States
or in any other Restricted Jurisdiction where such offer is not permitted pursuant to applicablesecurities laws.
This Part IV “Questions and answers about the Open Offer” deals with general questions relating to theOpen Offer and more speciﬁc questions relating principally to persons resident in the United Kingdom who
hold their Existing Ordinary Shares in certiﬁcated form only. If you are an Overseas Shareholder, you should
read paragraph 6 of Part III “Terms and conditions of the Open Offer” of this document and you should takeprofessional advice as to whether you are eligible and/or you need to observe any formalities to enable you
to take up your Open Offer Entitlement. If you hold your Existing Ordinary Shares in uncertiﬁcated form (thatis, through CREST) you should read Part III “Terms and conditions of the Open Offer” of this document for
full details of what action you should take.
If you are a CREST sponsored member, you should also consult your CREST sponsor. If you do not knowwhether your Existing Ordinary Shares are in certiﬁcated or uncertiﬁcated form, please call the Shareholder
helpline on +44(0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open
between 9.00 a.m. – 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please
note that Neville Registrars Limited cannot provide any ﬁnancial, legal or tax advice and calls may berecorded and monitored for security and training purposes.
The contents of this document should not be construed as legal, business, accounting, tax, investment orother professional advice. Each prospective investor should consult his, her or its own appropriate
professional advisers for advice. This document is for your information only and nothing in this document isintended to endorse or recommend a particular course of action.

1. What is an open offer?
An open offer is a way for companies to raise money. Companies usually do this by giving their existing
shareholders a right to acquire further shares at a ﬁxed price in proportion to their existing shareholdings.
The open offer price is normally at a discount to the market price of the shares prior to the announcementof the open offer.
In this instance Shareholders will also be offered the opportunity to apply for additional Ordinary Shares inexcess of their entitlement to the extent that other Qualifying Shareholders do not take up their entitlement
under the Open Offer in full.
This Open Offer is an invitation by the Company to Qualifying Shareholders to apply to acquire up to an
aggregate of 20,676,322 Open Offer Shares at a price of 33 pence per share. If you hold Existing Ordinary
Shares on the Record Date or have a bona fide market claim, other than, subject to certain exceptions,where you are a Shareholder with a registered address or located in the United States, or any otherRestricted Jurisdiction, you should be entitled to buy Open Offer Shares under the Open Offer.
The Open Offer is being made on the basis of 11 Open Offer Shares for every 14 Existing Ordinary Shares
held by Qualifying Shareholders on the Record Date. If your entitlement to Open Offer Shares is not a whole
number, you will not be entitled to buy a fraction of an Offer Share and your entitlement will be rounded
down to the nearest whole number. The Issue Price of 33 pence per Open Offer Share represents discountof 30.5 per cent. to the closing middle-market price of 47.5 pence per Ordinary Share on 5 December 2022
(being the latest practicable date prior to the date of this document).
40

The Excess Application Facility allows Qualifying Shareholders to apply for Excess Shares in excess of theirOpen Offer Entitlement. Applications made under the Excess Application Facility may be allocated in suchmanner as the Directors may determine in their absolute discretion if applications are received from Qualifying
Shareholders for more than the available number of Open Offer Shares, and no assurance can be giventhat excess applications by Qualifying Shareholders will be met in full, or in part, or at all.
In addition, the Company will issue successful applicants under the Open Offer with Open Offer Warrants,
being warrants to subscribe for Ordinary Shares. The Company will issue the Open Offer Warrants to
Qualifying Shareholders on the basis of one Open Offer Warrant for every three Open Offer Shares
successfully subscribed for.
Holders of the Open Offer Warrants may exercise their Open Offer Warrants at an exercise price of 60 pence
per Ordinary Share.
The Excess Application Facility allows Qualifying Shareholders to apply for Excess Shares (and receive
excess Open Offer Warrants) over and above any Open Offer Entitlements. If applications under the Excess
Application Facility are received from Qualifying Shareholders for more than the available number of Open
Offer Shares then such applications will be scaled back pro rata to the number of Excess Shares applied
for by Qualifying Shareholders under the Excess Application Facility.
No allocations of Open Offer Shares will be made to Qualifying Shareholders where such Open Offer Shareswould result in any person or persons acquiring or increasing control of the Company within the meaning
given in sections 181 and 182 of FSMA, without the relevant regulatory approval of such acquisition or
increase of control having ﬁrst been obtained and not having expired prior to such exercise. Unless theCompany is satisﬁed that such valid approval has been obtained, the Company will reduce the allocations
for Open Offer Shares to relevant Qualifying Shareholders such that there is no such acquisition or increasein control of the Company within the meaning given in sections 181 and 182 of FSMA.
Unlike in a rights issue, Application Forms are not negotiable documents and neither they nor Open Offer
Entitlements can themselves be traded.

2.

I hold my Existing Ordinary Shares in certiﬁcated form. How do I know I am eligible toparticipate in the Open Offer?
If you receive an Application Form and, subject to certain exceptions, are not a holder with a registeredaddress or located in the United States of America or any other Restricted Jurisdiction, then you should be
eligible to participate in the Open Offer as long as you have not sold all of your Existing Ordinary Shares
before 8.00 a.m. on 6 December 2022 (the time when the Existing Ordinary Shares are expected to bemarked “ex-entitlement” by the London Stock Exchange).

3.

I hold my Existing Ordinary Shares in certiﬁcated form. How do I know how many Open
Offer Shares I am entitled to take up?
If you hold your Existing Ordinary Shares in certiﬁcated form and, subject to certain exceptions, do not havea registered address and are not located in the United States or any Restricted Jurisdiction, you will be sent
an Application Form that shows:lhow many Existing Ordinary Shares you held at the close of business on the Record Date;lhow many Open Offer Shares are comprised in your Open Offer Entitlement; andlhow much you need to pay if you want to take up your right to buy all your entitlement to the Open
Offer Shares.

Subject to certain exceptions, if you have a registered address in the United States or any of the Restricted
Jurisdictions, you will not receive an Application Form.
If you would like to apply for any of or all of the Open Offer Shares comprised in your Open Offer Entitlement
you should complete the Application Form in accordance with the instructions printed on it and theinformation provided in this document. Completed Application Forms should be returned, along with acheque drawn in the appropriate form, by post to Neville Registrars Limited, Neville House, Steelpark Road,
41

Halesowen, West Midlands, United Kingdom, B62 8HD or by hand (during normal ofﬁce hours only) so as
to be received by them by no later than 11.00 a.m. on 21 December 2022, after which time Application
Forms will not be valid.

4.
(a)I hold my Existing Ordinary Shares in certiﬁcated form and am eligible to receive an
Application Form. What are my choices in relation to the Open Offer?
If you do not want to take up your Open Offer Entitlement
If you do not want to take up the Open Offer Shares to which you are entitled, you do not need to do
anything and you will not receive any Open Offer Shares or any Open Offer Warrants. You will also notreceive any money when the Open Offer Shares you could have taken up are sold, as would happen
under a rights issue.
You cannot sell your Application Form or your Open Offer Entitlement to anyone else. If you do not
return your Application Form subscribing for the Open Offer Shares to which you are entitled by
11.00 a.m. on 21 December 2022, the Company has made arrangements under which the Company
has agreed to issue the Open Offer Shares to other Qualifying Shareholders under the Excess
Application Facility.
If you do not take up your Open Offer Entitlement then following the issue of the Open Offer Sharespursuant to Open Offer, your interest in the Company will be diluted.

(b)

If you want to take up some but not all of your Open Offer Entitlement
If you want to take up some but not all of the Open Offer Shares to which you are entitled, you should
write the number of Open Offer Shares you want to take up in Boxes 6 and 8 of your Application Form;for example, if you are entitled to take up 5,000 shares but you only want to take up 2,500 shares,
then you should write ‘2,500’ in Boxes 6 and 8. To work out how much you need to pay for the Open
Offer Shares, you need to multiply the number of Open Offer Shares you want (in this example, ‘2,500’)
by 33 pence (or £0.33), which is the price in Sterling of each Open Offer Share (giving you an amountof £825 in this example). You should write this amount in Box 9, rounding up to the nearest whole
pence and this should be the amount your cheque is made out for. You should then return thecompleted Application Form, together with a cheque for that amount, by post to Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD or byhand (during normal ofﬁce hours only) so as to be received by them by no later than 11.00 a.m. on
21 December 2022, after which time Application Forms will not be valid. If you post your Application
Form by ﬁrst class post, you should allow at least four Business Days for delivery.
All payments must be in Sterling and made by cheque made payable to “to Neville Registrars Limited
Re clients account” and crossed “A/C Payee Only”. Cheques must be drawn on a bank or building
society or branch of a bank or building society in the United Kingdom which is either a settlement
member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited
or which has arranged for its cheques to be cleared through the facilities provided by any of thosecompanies or committees and must bear the appropriate sort code in the top right-hand corner andmust be for the full amount payable on application. Third party cheques may not be accepted with the
exception of building society cheques where the building society or bank has conﬁrmed the name of
the account holder and the number of an account held in the applicant’s name at the building society
or bank by stamping or endorsing the cheque to such effect. The account name should be the sameas that shown on the application. Post-dated cheques will not be accepted. Third party cheques (otherthan building society cheques where the building society or bank has conﬁrmed that the relevant
Qualifying Shareholder has title to the underlying funds) will not be accepted (see paragraph 3.1(d) ofPART III “Terms and conditions of the Open Offer”).
Cheques will be presented for payment upon receipt. The Company reserves the right to instruct Neville
Registrars Limited to seek special clearance of cheques to allow the Company to obtain value for
remittances at the earliest opportunity. No interest will be paid on payments made. It is a term of theOpen Offer that cheques shall be honoured on ﬁrst presentation and the Company may elect to treat
as invalid acceptances in respect of which cheques are not so honoured. All documents, chequessent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronictransfer will not be accepted.
42

A deﬁnitive share certiﬁcate will then be sent to you for the Open Offer Shares that you take up. In
addition, you will also receive a deﬁnitive warrant certiﬁcate for the Open Offer Warrants issued to youon the basis of one Warrant for every three Open Offer Shares issued. Your deﬁnitive share certiﬁcate
for Open Offer Shares and warrant certiﬁcate for Open Offer Warrants are expected to be despatched
to you during the week commencing 2 January 2023.
(c)

If you want to take up all of your Open Offer Entitlement
If you want to take up all of the Open Offer Shares to which you are entitled, you need to send theApplication Form (ensuring that all holders or joint holders (if applicable) sign in Box 2), together withyour cheque for the amount (as indicated in Box 5 of your Application Form), by post to Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom,
B62 8HD or by hand (during normal ofﬁce hours only) so as to be received by them by no later than
11.00 a.m. on 21 December 2022, after which time Application Forms will not be valid. If you post
your Application Form by ﬁrst-class post, you should allow at least four Business Days for delivery.
All payments must be in Sterling and made by cheque made payable to “Neville Registrars Limited Re
clients account” and crossed “A/C Payee Only”. Cheques must be drawn on a bank or building societyor branch of a bank or building society in the United Kingdom which is either a settlement member of
the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which
has arranged for its cheques to be cleared through the facilities provided by any of those companies
or committees and must bear the appropriate sort code in the top right-hand corner. Third party
cheques may not be accepted with the exception of building society cheques where the building
society or bank has conﬁrmed the name of the account holder and the number of an account held in
the applicant’s name at the building society or bank by stamping or endorsing the back of the chequeto such effect. The account name should be the same as that shown on the application.
Post-dated cheques will not be accepted. Third party cheques (other than building society cheques
where the building society or bank has conﬁrmed that the relevant Qualifying Shareholder has title tothe underlying funds) may not be accepted.
A deﬁnitive share certiﬁcate will then be sent to you for the Open Offer Shares that you take up. In
addition, you will also receive a deﬁnitive warrant certiﬁcate for the Open Offer Warrants issued to youon the basis of one Warrant for every three Open Offer Shares issued. Your deﬁnitive share certiﬁcate
for Open Offer Shares and warrant certiﬁcate for Open Offer Warrants are expected to be despatched
to you during the week commencing 2 January 2023.

(d)

If you want to apply for more than your Open Offer Entitlement
Provided you have agreed to take up your Open Offer Entitlement in full, you can apply for further Open
Offer Shares under the Excess Application Facility. The Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement as at the Record
Date. You should write the number of Open Offer Shares comprised in your Open Offer Entitlement(as indicated in Box 4 of the Application Form) in Box 6 and write the number of Excess Shares forwhich you would like to apply in Box 7. You should then add the totals in Boxes 6 and 7 and insert the
total number of Open Offer Shares for which you would like to apply in Box 8.
For example, if you have an Open Offer Entitlement for 50 Open Offer Shares but you want to apply
for 75 Open Offer Shares in total, then you should write ‘50’ in Box 6, ‘25’ in Box 7 and ‘75’ in Box 8.
To work out how much you need to pay for the Open Offer Shares, you need to multiply the numberof Open Offer Shares you want (in this example, ‘75’) by £0.33 pence, which is the price in pounds
sterling of each Open Offer Share (giving you an amount of £24.75 in this example). You should write
this amount in Box 9. You should then return your Application Form by post to Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD or byhand (during normal ofﬁce hours only) so as to be received by them by no later than 11.00 a.m. on
21 December 2022, after which time Application Forms will not be valid. If you post your application
form by ﬁrst class post, you should allow at least four Business Days for delivery.
If applications under the Excess Application Facility are received for more than the total number ofOpen Offer Shares available following take up of Open Offer Entitlements, the Excess Shares may be
43allocated in such manner as the Directors may determine in their absolute discretion. No assurance
can be given that excess applications by Qualifying Shareholders will be met in full or in part or at all.
A deﬁnitive share certiﬁcate will then be sent to you for the Open Offer Shares that you take up andotherwise successfully apply for using the Excess Application Facility. In addition, you will also receive
a deﬁnitive warrant certiﬁcate for the Open Offer Warrants issued to you on the basis of one Open
Offer Warrant for every three Open Offer Shares issued (including any Excess Shares). Your deﬁnitive
share certiﬁcate for Open Offer Shares and warrant certiﬁcate for Open Offer Warrants are expected
to be despatched to you, at your own risk, during the week commencing 2 January 2023.

5.

I hold my Existing Ordinary Shares in uncertiﬁcated form in CREST. What do I need to doin relation to the Open Offer?
CREST Members should follow the instructions set out in Part III “Terms and conditions of the Open Offer”
of this document. Persons who hold Existing Ordinary Shares through a CREST Member should be informedby the CREST Member through which they hold their Existing Ordinary Shares of (i) the number of Open
Offer Shares which they are entitled to acquire under their Open Offer Entitlement and (ii) how to apply forOpen Offer Shares in excess of their Open Offer Entitlement under the Excess Application Facility provided
they choose to take up their Open Offer Entitlement in full and should contact them should they not receive
this information.

6.

I acquired my Existing Ordinary Shares prior to the Record Date and hold my Existing
Ordinary Shares in certiﬁcated form. What if I do not receive an Application Form or I havelost my Application Form?
If you do not receive an Application Form, this probably means that you are not eligible to participate in theOpen Offer. Some non-CREST Shareholders, however, will not receive an Application Form but may still be
eligible to participate in the Open Offer, namely:lQualifying CREST Shareholders who held their Existing Ordinary Shares in uncertiﬁcated form on
5 December 2022 and who have converted them to certiﬁcated form;lQualifying Non-CREST Shareholders who bought Existing Ordinary Shares before 6 December 2022
but were not registered as the holders of those shares at the close of business on 5 December 2022;
andlcertain Overseas Shareholders.

If you do not receive an Application Form but think that you should have received one or you have lost your
Application Form, please contact the Shareholder helpline on +44(0) 121 585 1131. Calls are charged at
the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. The helpline is open between 9.00 a.m. – 5.00 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Neville Registrars Limited cannot provide
any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

7. Can I trade my Open Offer Entitlement?
Qualifying Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying NonCREST Shareholders should also note that their Application Forms are not negotiable documents and cannot
be traded. Qualifying CREST Shareholders should note that, although Open Offer Entitlements will be
admitted to CREST they will have limited settlement capabilities (for the purposes of market claims only),Open Offer Entitlements will not be tradable or listed and applications in respect of the Open Offer may only
be made by the Qualifying Shareholders originally entitled or by a person entitled by virtue of a bona fide
market claim. Open Offer Shares for which an application has not been made under the Open Offer will not
be sold in the market for the beneﬁt of those who do not apply under the Open Offer and Qualifying
Shareholders who do not apply to take up their Open Offer Entitlement will have no rights under the Open
Offer or receive any proceeds from it. The Open Offer Shares are not underwritten.

44

8. What if I change my mind?
If you are a Qualifying Non-CREST Shareholder, once you have sent your Application Form and payment to
Neville Registrars Limited you cannot withdraw your application or change the number of Open Offer Sharesfor which you have applied, except in the very limited circumstances which are set out in this document.

9.

What if the number of Open Offer Shares to which I am entitled is not a whole number: am
I entitled to fractions of Open Offer Shares?
If the number is not a whole number, you will not receive a fraction of an Offer Share and your entitlement
will be rounded down to the nearest whole number.

10. I hold my Existing Ordinary Shares in certiﬁcated form. What should I do if I have soldsome or all of my Existing Ordinary Shares?
If you hold Existing Ordinary Shares in the Company directly and you have sold some or all of your Existing
Ordinary Shares before 6 December 2022, you should contact the buyer or the person/company throughwhom you sold your shares. The buyer may be entitled to apply for Open Offer Shares under the Open
Offer. If you sell any of your Existing Ordinary Shares on or after 5.00 p.m. on 5 December 2022, and before
the Ex-Entitlement Date, you may still take up and apply for the Open Offer Shares as set out on your
Application Form.

11. I hold my Existing Ordinary Shares in certiﬁcated form. How do I pay?
Completed Application Forms should be returned with a cheque drawn in the appropriate form. All payments
must be in Sterling and made by cheque made payable to Neville Registrars Limited Re clients account”
and crossed “A/C Payee Only”. Cheques must be drawn on a bank or building society or branch of a bankor building society in the United Kingdom which is either a settlement member of the Cheque and Credit
Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques
to be cleared through the facilities provided by any of those companies or committees and must bear theappropriate sort code in the top right-hand corner. Third party cheques may not be accepted with the
exception of building society cheques where the building society or bank has conﬁrmed the name of theaccount holder and the number of an account held in the applicant’s name at the building society or bankby stamping or endorsing the back of the cheque to such effect. The account name should be the same asthat shown on the application. Post-dated cheques will not be accepted. Third party cheques (other thanbuilding society cheques where the building society or bank has conﬁrmed that the relevant Qualifying
Shareholder has title to the underlying funds) will not be accepted.

12. Will the Existing Ordinary Shares that I hold now be affected by the Open Offer?
If you decide not to apply for any of the Open Offer Shares to which you are entitled under the Open Offer,or only apply for some of your entitlement, your proportionate ownership and voting interest in the Company
will be reduced.

13. I hold my Existing Ordinary Shares in certiﬁcated form. Where do I send my
Application Form?
You should send your completed Application Form together with the monies in the appropriate form, bypost to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United
Kingdom, B62 8HD or by hand (during normal ofﬁce hours only). If you post your Application Form by ﬁrstclass post, you should allow at least four Business Days for delivery. If you do not want to take up or apply
for Open Offer Shares then you need take no further action.

14. I hold my Existing Ordinary Shares in certiﬁcated form. When do I have to decide if I want
to apply for Open Offer Shares?
Neville Registrars Limited must receive the Application Form by no later than 11.00 a.m. on 21 December
2022, after which time Application Forms will not be valid. If an Application Form is being sent by ﬁrst classpost in the UK, Qualifying Shareholders are recommended to allow at least four Business Days for delivery.
45

15. How do I transfer my entitlements into the CREST system?
If you are a Qualifying Non-CREST Shareholder, but are a CREST Member and want your Open Offer Shares
to be in uncertiﬁcated form, you should complete the CREST deposit form (contained in the ApplicationForm), and ensure it is delivered to the CREST Courier and Sorting Services in accordance with the
instructions in the Application Form. CREST sponsored members should arrange for their CREST sponsors
to do this.

16. I hold my Existing Ordinary Shares in certiﬁcated form. When will I receive my newshare certiﬁcate?
It is expected that Neville Registrars Limited will post all new share certiﬁcates during the week commencing
2 January 2023.

17. If I buy Existing Ordinary Shares on or after the Record Date, will I be eligible to participate
in the Open Offer?
If you bought your Existing Ordinary Shares on or after the Ex-Entitlement Date, you are unlikely to be able
to participate in the Open Offer in respect of such Ordinary Shares. If you do not receive an Application
Form but think you should have received one please contact the receiving agent Neville Registrars Limited
on +44(0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international rate. The helpline is open between
9.00 a.m. – 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that
Neville Registrars Limited cannot provide any ﬁnancial, legal or tax advice and calls may be recorded andmonitored for security and training purposes.

18. Will I be taxed if I take up my entitlements?
Shareholders who are in any doubt as to their tax position should consult an appropriate professional adviser
immediately.

19. What should I do if I live or am located outside the United Kingdom?
Your ability to apply to acquire Open Offer Shares and receive corresponding Open Offer Warrants may beaffected by the laws of the country in which you live or are located and you should take professional advice
as to whether you require any governmental or other consents or need to observe any other formalities toenable you to take up your Open Offer Entitlement. Shareholders with registered addresses or who arelocated or resident in the United States or any other Restricted Jurisdiction are, subject to certain exceptions,
not eligible to participate in the Open Offer. Your attention is drawn to the information in paragraph 6 ofPART III “Terms and Conditions of the Open Offer” of this document.
20. Further assistance
Should you require further assistance please call the Shareholder helpline on +44(0) 121 585 1131. Calls
are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will
be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.00 p.m., Monday
to Friday excluding public holidays in England and Wales. Please note that Neville Registrars Limited cannot
provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training
purposes.

46

DEFINITIONS
The following deﬁnitions apply throughout this document and the accompanying Application Form, unlessthe context requires otherwise or unless it is otherwise speciﬁcally provided:“Admission”

the admission of the Open Offer Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules“AIM”

the market of that name operated by the London Stock Exchange“AIM Rules”

the AIM Rules for Companies published by the London Stock
Exchange from time to time

“Announcement”

the announcement of the Open Offer made by the Company on
6 December 2022

“Application Form”

the personalised application form accompanying this document(where appropriate) pursuant to which Qualifying Non-CREST
Shareholders (other than certain Overseas Shareholders) may apply
to subscribe for Open Offer Shares under the Open Offer“Basic Entitlement”

the entitlement of Qualifying Shareholders to apply for Open Offer
Shares on the basis of 11 Open Offer Shares for every 14 Existing
Ordinary Share held and registered in their names on the
Record Date

“Beaumont Cornish”

Beaumont Cornish Limited, nominated adviser to the Company“Business Day”

any day on which banks are usually open for business in Englandand Wales for the transaction of sterling business, other than a
Saturday, Sunday or public holiday“certiﬁcated” or“in certiﬁcated form”

an Existing Ordinary Share or an Ordinary Share recorded on the
Company’s share register as being held in certiﬁcated form (namely,
not in CREST)“Company”, “ADVFN”

ADVFN plc, a company incorporated in England and Wales under
the Companies Act 1985 with registered number 02374988“CREST” or “CREST system”

the relevant system (as deﬁned in the CREST Regulations) inrespect of which Euroclear is the operator (as deﬁned in thoseregulations)“CREST Manual”

the compendium of documents entitled “CREST Manual” issued by
Euroclear from time to time and comprising the CREST Reference
Manual, the CREST Central Counterparty Service Manual, theCREST International Manual, the CREST Rules, the CSS
Operations Manual and the CREST Glossary of Terms“CREST Member”

a person who has been admitted by Euroclear as a system
participant (as deﬁned in the CREST Regulations)“CREST Member account ID”

the identiﬁcation code or number attached to a member accountin CREST“CREST Participant”

a person who is, in relation to CREST, a system-participant (asdeﬁned in the CREST Regulations)“CREST participant ID”

shall have the meaning given in the CREST Manual issued by
Euroclear47

“CREST payment”

shall have the meaning given in the CREST Manual issued by
Euroclear“CREST Regulations”

the Uncertiﬁcated Securities Regulations 2001 (SI2001/3755)“CREST sponsor”

a CREST Participant admitted to CREST as a CREST sponsor“CREST sponsored member”

a CREST Member admitted to CREST as a sponsored member(which includes all CREST personal members)“Directors” or “Board”

the directors of the Company or any duly authorised committee
thereof“Enlarged Issued Share Capital”

the issued ordinary share capital of the Company immediately
following Admission (assuming full subscription under the Open
Offer)“EU”

the European Union“Euroclear”

Euroclear UK & International Limited, the operator of CREST“Excess Applications”

any applications for Excess Shares pursuant to the Excess
Application Facility“Excess Application Facility”

the facility for Qualifying Shareholders to apply for Excess Sharesin excess of their Basic Entitlements subject to the terms andconditions set out in Part III “Terms and conditions of the Open
Offer” of this document“Excess CREST Open
Offer Entitlements”

in respect of each Qualifying CREST Shareholder who has taken
up his Basic Entitlement in full, the entitlement (in addition to the
Basic Entitlement) to apply for Excess Shares up to the number ofOpen Offer Shares credited to his stock account in CREST pursuant
to the Excess Application Facility, which may be scaled back inaccordance with the provisions of this document“Excess Shares”

Open Offer Shares which a Qualifying Shareholder is entitled toapply for in addition to the Basic Entitlement by virtue of the Excess
Application Facility“Ex-entitlement Date”

the date on which the Existing Ordinary Shares are marked “ex” forentitlement under the Open Offer, expected to be 8.00 a.m. on
6 December 2022

“Existing Ordinary Shares”

the 26,315,319 Ordinary Shares in issue as at the Record Date

“FCA”

the Financial Conduct Authority“FSMA”

the Financial Services and Markets Act 2000

“Fundraise”

the Open Offer and any subsequent offer of the Open Offers sharesto new investors“Group”

ADVFN plc and its subsidiary undertakings“ISIN”

International Securities Identiﬁcation Number“Issue Price”

33 pence per Open Offer Share“Latest Practicable Date”

5 December 202248

“London Stock Exchange”

London Stock Exchange plc“MAR” or“Market Abuse Regulation”

the Market Abuse Regulation (2014/596/EU) (incorporating thetechnical standards, delegated regulations and guidance notes,
published by the European Commission, London Stock Exchange,
the FCA and the European Securities and Markets Authority) as it
applies in the UK by virtue of the European Union (Withdrawal) Act
2018, as amended from time to time

“Member Account ID”

the identiﬁcation code or number attached to any member accountin CREST“Money Laundering Regulations”

the Money Laundering, Terrorist Financing and Transfer of Funds(Information on the Payer) Regulations 2017 (as amended), themoney laundering provisions of the Criminal Justice Act 1993, theProceeds of Crime Act 2002 and the Criminal Finances Act 2017

“Open Offer”

the conditional invitation to be made by the Company to Qualifying
Shareholders to subscribe for the Open Offer Shares at the Issue
Price on the terms and subject to the conditions set out in thisdocument and, in the case of Qualifying Non-CREST Shareholders,in the Application Form that will accompany this document“Open Offer Entitlement”

the pro rata basic entitlement of a Qualifying Shareholder, pursuant
to the Open Offer, to apply to subscribe for 11 Open Offer Sharesfor every 14 Existing Ordinary Shares registered in its name as at
the Record Date

“Open Offer Shares”

up to 20,676,322 shares to be issued and allotted by the Company
to Qualifying Shareholders pursuant to the Open Offer“Ordinary Shares”

ordinary shares of 0.2 pence each in the capital of the Company“Overseas Shareholders”

holders of Existing Ordinary Shares who are neither resident in, norhave a registered address in, the UK“Open Offer Warrants”

warrants to subscribe for up to 6,892,107 Open Offer Shares at a
price of 60 pence, to be issued to Qualifying Shareholders
participating in the Open Offer on the basis of one Open Offer
Warrant for every three Open Offer Shares subscribed under theOpen Offer“Participant ID”

the identiﬁcation code or membership number used in CREST to
identify a particular CREST Member or other CREST Participant“Peterhouse”

Peterhouse Capital Limited“Qualifying CREST Shareholders”

Qualifying Shareholders whose Existing Ordinary Shares on theregister of members of the Company on the Record Date are heldin uncertiﬁcated form

“Qualifying Non-CREST
Shareholders”

Qualifying Shareholders whose Existing Ordinary Shares on theregister of members of the Company on the Record Date are heldin certiﬁcated form

“Qualifying Shareholders”

Shareholders on the register of members of the Company on the
Record Date with the exclusion (subject to exemptions) of persons
with a registered address or located or resident in a Restricted
Jurisdiction

49

“Receiving Agent” or “Registrar”

Neville Registrars Limited, a limited company registered in Englandand Wales (No. 04770411) with its registered ofﬁce at NevilleHouse, Steelpark Road, Halesowen, West Midlands, United
Kingdom, B62 8HD“Record Date”

the record date in relation to the Open Offer, being 5.00 p.m. on
5 December 2022

“Regulatory Information Service”

one of the regulatory information services authorised by the FCA
acting in its capacity as the UK listing authority to receive, process
and disseminate regulatory information“Restricted Jurisdiction”

any jurisdiction where local laws or regulations may result in asigniﬁcant risk of civil, regulatory or criminal exposure for theCompany if information or documentation concerning the proposals
set out in this document is sent or made available to Shareholders
in that jurisdiction including, without limitation, the United States ofAmerica, Canada, Australia, Japan and the Republic of South Africa“Securities Act”

the United States Securities Act of 1933, as amended“Shareholders”

the holders of Ordinary Shares (as the context requires) at therelevant time“uncertiﬁcated” or“in uncertiﬁcated form”

recorded on the relevant register of Ordinary Shares as being heldin uncertiﬁcated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST“United Kingdom” or “UK”

the United Kingdom of Great Britain and Northern Ireland“United States” or “US” or “USA”

the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia
and any other area subject to its jurisdiction“US Person”

has the meaning set out in Regulation S of the Securities Act“USE”

unmatched stock event“USE Instruction”

unmatched stock event instruction which, on its settlement, will
have the effect of crediting a stock account of the Registrars under
the participant ID and member account ID speciﬁed in paragraph 3
of Part III of this document, with a number of Open Offer
Entitlements or Excess CREST Open Offer Entitlements
corresponding to the number of Open Offer Shares applied for /hasthe meaning given in paragraph 3.2 of Part III “Terms and conditionsof the Open Offer” of this document“£”, “pounds sterling”,“pence” or “p”

are references to the lawful currency of the United Kingdom

50Perivan

264800