Biopharma Credit : Proposed Placing of Shares

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.

This Announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this Announcement except on the basis of information published by the Company that is publicly available. This Announcement does not constitute or form a part of any offer to sell, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or any other jurisdiction. Neither this Announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

biopharma credit plc

PLACING OF UP TO 152,375,471 ORDINARY SHARES

The Board of BioPharma Credit plc (the 'Company') today announces a proposal to issue up to 152,375,471 ordinary shares ('Shares') on a non pre-emptive basis (the 'Issue').

Highlights

· Issue of up to 152,375,471 Shares at a price per Share of US$1.0114, being the most recently published NAV per Share of the Company (adjusted for the dividend declared by the Company on 7 December 2017, with ex-dividend date on 14 December), plus a premium to cover the costs of the Issue (the 'Issue Price')

· Net proceeds to be used to finance future investments in addition to commitments already made to Tesaro, Lexicon and Bristol Myers Squibb

· The Company has received substantial indications of interest from investors, including Pablo Legorreta, CEO of Royalty Pharma and Co-Founder of Pharmakon Advisors LP ('Pharmakon')

· The Issue will be launched immediately following this Announcement and will be conducted by way of a bookbuilding process to determine the level of demand from potential investors for participation in the Issue

· The Company announced on 13 December 2017 its latest NAV per share as 99.67 cents, as at 30 November 2017

· The Shares will rank pari passuin all respects with the existing ordinary shares; however, they will not be entitled to the dividend of US$0.01 per ordinary share declared by the Company on 7 December 2017, with ex-dividend date on 14 December

Commenting on today's announcement, Pedro Gonzalez de Cosio, CEO of Pharmakon, the Company's investment manager, said 'Since its March 2017 IPO, the Company has made four investments that could require it to deploy up to approximately US$700 million in cash through April 2021 as these investments are funded. Pharmakon has also identified several additional attractive investment opportunities that have the potential to become actionable in the near term. The proposed Issue will provide the capital for the Company to take advantage of these additional opportunities.'

Background

· In March 2017, the Company raised gross proceeds of US$761.9 million from an initial public offering, and was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange and to listing and trading on the Official List of The International Stock Exchange

· The Company has been actively deploying cash since its IPO, including through several major investments:

o US$222 million to Tesaro, an oncology-focused biopharmaceutical company, with an additional amount of up to US$148 million to be committed by 20 December 2018 at Tesaro's option

o US$124.5 million to Lexicon, a fully integrated biopharmaceutical company, with an additional amount of up to US$41.5 million to be committed by 30 March 2019 at Lexicon's option, subject to certain sales conditions

o US$140 million to US$160 million to Bristol Myers Squibb between 2018 and 2020, determined by product sales over that period

o purchasing 2.5% senior unsecured convertible notes issued by Depomed Inc., with a face value of US$23.5 million, at an average price of 72.9 cents for a total consideration of US$17.2 million. The Company sold the entire position at an average price of 83.4 cents and received proceeds of US$19.7million including accrued interest, generating a net gain of US$2.5 million and an IRR of 154%

· Further details on the Company's investments are set out below

· As at 12 December 2017, the Company holds US$317.1 million in cash

Use of proceeds

The Company will use the net proceeds of the Issue in accordance with its investment objective and policy to fund future investment commitments which may also be financed through borrowing facilities that may be put in place at a future date.

The Company has a pipeline of future investments considered to be compelling by Pharmakon and is currently evaluating a number of opportunities for further deployment of capital. While there can be no certainty around the execution of particular opportunities and while some of them are contingent on external factors, the Company remains focused on several of these potential investments, some of which may be executed in the near term.

Furthermore, as outlined above, the Company has a number of subsequent potential commitments related to its existing investments which may be exercised over the course of 2018 and beyond, including:

· US$148 million to Tesaro, which can be drawn at Tesaro's option by 20 December 2018

· US$41.5 million to Lexicon, which can be drawn at Lexicon's option by 30 March 2019

In line with the Company's intentions, the Issue will allow it to create an increasingly diversified portfolio by continuing to invest across a range of different forms of debt assets issued by a variety of borrowers.

DETAILS OF THE ISSUE

Issue Structure

The Issue will comprise a placing of Shares (the 'Placing') and will be subject to the prevailing market conditions.

The Issue Price per Share is US$1.0114, being the 30 November 2017 NAV per Share of 99.67 cents (adjusted for the dividend declared by the Company on 7 December 2017, with ex-dividend date on 14 December), plus a premium to cover the costs of the Issue, such that the Issue is not dilutive on a NAV per share basis to existing shareholders.

The Shares issued pursuant to the Issue will rank pari passu in all respects with the shares in issue of the same class, including in respect of any dividend which may be declared for the period ending 31 December 2017. The Shares would not, however, be eligible for the interim dividend of US$0.01 per ordinary share declared by the Company on 7 December 2017 in respect of the financial period ending 30 September 2017, with ex-dividend date on 14 December, which is payable on 31 January 2018.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) and Goldman Sachs International have been appointed as joint bookrunners (the 'Joint Bookrunners') in respect of the Issue.

Timetable

The bookbuild will open with immediate effect following this Announcement. The exact number of Shares will be determined by the Company and the Joint Bookrunners at the close of the bookbuild and announced by the Company shortly thereafter. The timing of the closing of the bookbuild and allocations are at the discretion of the Company and the Joint Bookrunners.

The Company will apply for admission of the Shares to trading on the London Stock Exchange plc's Specialist Fund Segment and to listing and trading on the Official List of The International Stock Exchange ('Admission'). It is expected that Admission will take place and that trading in the Shares will commence on 18 December 2017.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing.

Lock-up

The Company has agreed with the Joint Bookrunners that it will not, without the prior written consent of each of the Joint Bookrunners, during the period of 90 days after the date of Admission of the Shares under the Issue, directly or indirectly, issue, offer or otherwise transfer or dispose of any shares in the capital of the Company or any interest in such shares.

Update on financial performance of the Company

The Company was launched in March 2017 with seed assets of US$338.6 million, together with US$423.3 million of cash. The Company's NAV at IPO was US$746.6 million or 98.00 cents per share and on 30 November 2017 was US$759.4 million, or 99.67 cents per share, an increase of 1.7 per cent over the period. The Company's share price closed on 30 November 2017 at US$1.06. For the period 27 March 2017 through 30 November 2017, the Company's seed assets declined through capital repayments by US$91.8 million to US$246.8 million. Cash increased over the same period to US$514.4 million.

On 21 September 2017, the Company declared an interim dividend in respect of the financial period ending 30 June 2017 of US$0.01 per ordinary share payable on 31 October 2017 to ordinary shareholders on the register on 29 September 2017. The ex-dividend date was 28 September 2017.

On 7 December 2017, the Company declared an interim dividend in respect of the financial period ending 30 September 2017 of US$0.01 per ordinary share payable on 31 January 2018 to ordinary shareholders on the register on 15 December 2017. The ex-dividend date was 14 December 2017.

Between 13 September 2017 and 31 October 2017, the Company purchased 2.5% senior unsecured convertible notes issued by Depomed Inc. (NASDAQ: DEPO), with a face value of US$23.5 million, at an average price of 72.9 cents for a total consideration of US$17.2 million. Between 5 December 2017 and 8 December 2017, the Company sold the entire position at an average price of 83.4 cents. The Company received proceeds of US$19.7 million including accrued interest, generating a net gain of US$2.5 million and an IRR of 154%.

Update on key investments of the Company

BioPharma III Interest

The Company acquired a limited partnership interest (the 'BioPharma III Interest') in BioPharma III Holdings, LP, in exchange for Shares at the time of its IPO. The BioPharma III Interest gives the Company indirect exposure to five debt assets, the value of which at the time of the IPO was US$332.5 million.

Since the IPO, the BioPharma III Interest has resulted in cash distributions to the Company of US$38.1 million of which US$28.0 million represented repayment of principal.

RPS Note

On IPO, the Company also entered into a credit agreement with RPS BioPharma Investments LP (the 'RPS Borrower') pursuant to which the RPS Borrower issued a promissory note in favour of the Company (the 'RPS Note') for a loan of US$185.1 million. The RPS Note represents the right to receive a proportion of ongoing royalties generated from 21 life sciences products and bears interest at an annual rate of 12%.

Since IPO, the RPS Note has resulted in cash distributions to the Company of US$94.8 million of which US$85.5 million represented repayment of principal.

Tesaro

On 21 November 2017, the Company and BioPharma Credit Investments IV, S.àr.L. ('BioPharma IV') entered into a definitive loan agreement for up to US$500 million with Tesaro, Inc. (NASDAQ: TSRO) ('Tesaro').

Under the terms of the transaction, the Company will invest up to US$370 million (US$222 million in the first tranche and up to an additional US$148 million by 20 December 2018) and BioPharma-IV will invest up to US$130 million in parallel with the Company acting as collateral agent. The loan has a term of seven years and is secured by Tesaro's US rights to Zejula® and Varubi®. The first US$300 million tranche bears interest at LIBOR plus 8%, with the second optional tranche bearing interest at LIBOR plus 7.5%. The LIBOR rate is subject to a floor of 1% and certain caps. Each tranche of the loan is interest only for the first two years, amortises over the remaining term, and can be prepaid at Tesaro's discretion, at any time, subject to prepayment fees. The first US$300 million tranche was funded on 6 December 2017.

For further information, please see the announcement titled 'Announcement of First Major Investment Since IPO' on 21 November 2017 under RNS No. 1291X.

Lexicon

On 4 December 2017, the Company and BioPharma IV entered into a definitive term loan agreement for up to US$200 million with Lexicon Pharmaceuticals, Inc. (NASDAQ: LXRX) ('Lexicon') a fully integrated biopharmaceutical company with a current market capitalisation of approximately US$1.0 billion.

The US$200 million loan will be available in two tranches, each maturing in December 2022 and bearing interest at 9.0% per annum. The first US$150 million is available immediately and an additional tranche of US$50 million is available for draw down by March 2019 at Lexicon's option if net Xermelo sales are greater than US$25 million in the preceding quarter. Under the terms of the transaction, the Company will invest up to US$166m (US$124.5 million in the first tranche and up to an additional US$41.5 million by 30 March 2019) and BioPharma IV will invest up to US$34 million in parallel with the Company, acting as collateral agent. The loan is secured by substantially all of Lexicon's assets, including its rights to Xermelo® and Sotagliflozin.

For further information, please see the announcement titled 'New Acquisition' on 5 December 2017 under RNS No. 3624Y.

Bristol Myers Squibb

On 8 December 2017, the Company's wholly-owned subsidiary entered into a purchase, sale and assignment agreement with a wholly-owned subsidiary of Royalty Pharma Investments ('RPI'), for the purchase of a 50% interest in a stream of payments (the 'PurchasedPayments') acquired by RPI's subsidiary from Bristol Myers Squibb (NYSE: BMY) through a purchase agreement dated 14 November 2017. As a result of the arrangements, RPI's subsidiary and the Company's subsidiary will each be entitled to the benefit of 50% of the Purchased Payments under identical economic terms. The Purchased Payments are linked to tiered worldwide sales of Onglyza and Farxiga, diabetes agents marketed by AstraZeneca, and related products.

The Company is expected to fund US$140 million to US$160 million in consideration for acquiring the Purchased Payments during 2018 and 2020, determined by product sales over that period, and will receive payments from 2020 through 2025. The Purchased Payments are expected to generate attractive risk-adjusted returns in the high single digits per annum. Bristol Myers Squibb and Astra Zeneca are rated A2/A+ and A3/BBB+ respectively.

For further information, please see the announcement titled 'New Investment' on 8 December 2017 under RNS No. 8759Y.

Funding commitments of the Company

As at the date of this Announcement, other than the assets held through the BioPharma III Interest and the RPS Note which were fully funded on the IPO, the Company has utilised its net cash proceeds from the IPO to fund the following commitments in relation to its current portfolio. The Company also intends to utilise its existing cash of US$317.1 million (as at 12 December 2017) as well as the net proceeds from the Issue to fund future commitments in relation to its current portfolio.

Enquiries

BioPharma Credit plc

via Link Company Matters Limited

Company Secretary

+44 (0) 1392 477 509

Goldman Sachs International (Joint Bookrunner)

+44 (0) 207 774 1000

Charlie Lytle

Shomick Bhattacharya

Jennie Holloway

Tom Hartley

J.P. Morgan Cazenove (Joint Bookrunner)

+44 (0)20 7742 4000

William Simmonds

Oliver Kenyon

Anne Ross

Buchanan

David Rydell / Mark Court / Jamie Hooper / Henry Wilson

+44 (0)20 7466 5000

biopharmacredit@buchanan.uk.com

Notes to Editors:

BioPharma Credit PLC is London's only listed specialist investor in debt from the life sciences industry and joined the LSE on 27 March 2017. The Company seeks to provide long-term shareholder returns, principally in the form of sustainable income distributions from exposure to the life sciences industry. The Company seeks to achieve this objective primarily through investments in debt assets secured by royalties or other cash flows derived from the sales of approved life sciences products.

LEI: 213800AV55PYXAS7SY24

This Announcement contains Inside Information as defined under the Market Abuse Regulation (EU) No. 596/2014.

Save as set out below in the Appendix, neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement (including the Appendix).

IMPORTANT NOTICES

This Announcement is an advertisement and not a prospectus. The merits or suitability of any securities must be independently determined by each investor on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

Article 1 (5)(a) of Regulation (EU) 2017/1129 provides that the obligation to publish a prospectus shall not apply to the admission to trading on a regulated market of any securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 20% of the number of securities already admitted to trading on the same regulated market. The number of new Shares to be issued by the Company pursuant to the Issue is less than 20% of the number of Shares admitted to trading on the London Stock Exchange as at the date of this Announcement and the Company has therefore not issued a prospectus in connection with the Issue. Accordingly, investors should not purchase or subscribe for any transferrable securities pursuant to the Issue except on the basis of information published by the Company that is publicly available.

This Announcement may not be used in making any investment decision. This Announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This Announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, or as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this Announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this Announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.

Nothing in this Announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this Announcement are provided as at the date of this Announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Pharmakon, J.P. Morgan Cazenove, Goldman Sachs International or any of their affiliates or by any of their respective officers, employees or agents in relation to it.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

The information contained in this Announcement is given at the date of its publication (unless otherwise marked). No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Announcement or on its completeness, accuracy or fairness. This Announcement has not been approved by any competent regulatory or supervisory authority.

The information in this Announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as 'may', 'will', 'should', 'expect', 'anticipate', 'project', 'estimate', 'intend', 'continue', 'target', 'believe' (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Each of the Company, Pharmakon, J.P. Morgan Cazenove, Goldman Sachs International and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this Announcement and any errors therein or omissions therefrom. No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this Announcement. The information contained in this Announcement will not be updated.

This Announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.

Neither this Announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed, in whole or in part, directly or indirectly, to US Persons (as defined below) or in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction, or to any person, where to do so would constitute a violation of applicable law. Any failure to comply with this restriction may constitute a violation of applicable law. This Announcement does not constitute an offer of securities to the public in the United States, Australia, Canada, South Africa or Japan or in any other jurisdiction. Persons into whose possession this Announcement comes should observe all relevant restrictions.

The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the 'Investment Company Act'), and as such investors will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any 'US persons' as defined in Regulation S under the Securities Act ('US Persons'), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There has been and will be no public offer of the Shares in the United States.

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

Prospective investors should take note that, without the express written consent of the Company, no Shares may be acquired by (i) investors using assets of (A) an 'employee benefit plan' as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ('ERISA') that is subject to Title I of ERISA; (B) a 'plan' as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the 'US Tax Code'), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Both of J.P. Morgan Cazenove and Goldman Sachs International are authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Both of J.P. Morgan Cazenove and Goldman Sachs International are acting for the Company and no one else in connection with the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or Goldman Sachs International or for affording advice in relation to any transaction or arrangement referred to in this Announcement. This Announcement does not constitute any form of financial opinion or recommendation on the part of J.P. Morgan Cazenove or Goldman Sachs International or any of their respective affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Neither J.P. Morgan Cazenove nor Goldman Sachs International is responsible for the contents of this Announcement. This does not exclude any responsibilities which J.P. Morgan Cazenove or Goldman Sachs International may have under the Financial Services and Market Act 2000 or the regulatory regime established thereafter.

APPENDIX: FURTHER DETAILS OF THE PLACING

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY US PERSON (AS DEFINED BELOW) IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERETO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.

THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS OF THE PLACING SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ('EEA') WHO ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE 'PROSPECTUS DIRECTIVE'); AND (II) PROFESSIONAL INVESTORS WITHIN THE MEANING OF ARTICLE 4(1)(AG) OF THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (WHICH MEANS DIRECTIVE 2011/61/EU AND INCLUDES ANY RELEVANT LEGISLATION IMPLEMENTING THAT DIRECTIVE IN ANY MEMBER STATE) ('AIFM DIRECTIVE') OR WHOM MAY BE TREATED AS PROFESSIONAL INVESTORS UNDER THE NATIONAL LAW OF ANY MEMBER STATE; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); OR (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; (C) PERSONS OUTSIDE THE UNITED STATES WHO ARE NOT 'US PERSONS' (AS DEFINED IN REGULATION S ('REGULATION S') UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT')) OR IN THE UNITED STATES OR TO US PERSONS, WHO, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, ARE QUALIFIED INSTITUTIONAL BUYERS ('QIBS') (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), WHO ARE ALSO 'QUALIFIED PURCHASERS' AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE 'INVESTMENT COMPANY ACT'); (D) IF THE PLACEE IS A RESIDENT OF SWITZERLAND OR IF THE OFFERING, DISTRIBUTION OR SELLING OF THE INTERESTS IN THE COMPANY IS MADE THROUGH A SWISS BASED CUSTODIAN OR FINANCIAL INTERMEDIARY TO THE PLACEE, TO A REGULATED FINANCIAL INTERMEDIARY UNDER THE SWISS FEDERAL COLLECTIVE INVESTMENT SCHEMES ACT ('CISA'); (E) IF THE PLACEE IS LOCATED IN MEXICO, TO INSTITUTIONAL INVESTORS (INVERSIONISTA INSTITUTUCIONAL) OR QUALIFIED INVESTORS (INVERSIONISTA CALIFICADO) WITHIN THE MEANING OF THE MEXICAN SECURITES MARKET LAW (LEY DEL MERCADO DE VALORES) AND THE REGULATIONS IN EFFECT AS OF THE DATE HEREOF; (F) IF THE PLACEE IS LOCATED IN PERU, TO INSTITUTIONAL INVESTORS (INVERSIONISTA INSTITUCIONAL) UNDER THE SECURITIES LAW; (G) IF IT IS LOCATED IN THE BAHAMAS, TO A CORPORATE ENTITY INCORPORATED UNDER THE INTERNATIONAL BUSINESS COMPANY ACT THAT IS DEEMED NON-RESIDENT FOR EXCHANGE CONTROL PURPOSES BY THE CENTRAL BANK OF THE BAHAMAS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL ONLY BE ENGAGED IN WITH THE PERSONS REFERRED TO IN (A), (B), (C), (D), (E), (F) AND (G).

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON IN ANY MEMBER STATE OF THE EEA BY PERSONS: (A) WHO ARE NOT QUALIFIED INVESTORS; OR (B) (IF THEY ARE DOMICILED, RESIDENT OR HAVE A REGISTERED OFFICE IN THE EEA) THAT ARE LOCATED IN A MEMBER STATE OF THE EEA OTHER THAN LUXEMBOURG OR THE UK OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA THAT HAS NOT TRANSPOSED THE AIFM DIRECTIVE.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.

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

Persons (including individuals, funds or otherwise) who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Shares (the 'Placees'), will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:

(a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Shares that are allocated to it for the purposes of its business;

(b) in the case of a Relevant Person in a Member State of the European Economic Area which has implemented the Prospectus Directive (a 'Relevant Member State'), (i) it is a Qualified Investor, and (ii) in the case of any Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (a) the Shares subscribed for and/or acquired by it in the Placing have not been subscribed for and/or acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of J.P. Morgan Cazenove, Goldman Sachs International and the Company has been given to the offer or resale; or (b) where Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Shares to it is not treated under the Prospectus Directive as having been made to such persons;

(c) in the case of a Relevant Person in a Member State of the European Economic Area which has implemented the AIFM Directive, it is a person to whom Shares may lawfully be marketed under the AIFM Directive; and

(d) it either is (i) outside the United States and is not a US Person and is subscribing for Shares in an 'offshore transaction' (within the meaning of Regulation S) and is purchasing the Shares for its own account or is purchasing the Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States and is not a US Person or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-US beneficial owners (other than an estate or trust), in reliance upon Regulation S or (ii) in the case of a person inside the United States or who is a US Person and, unless otherwise agreed in writing with the Company and the Joint Bookrunners, it is a qualified institutional buyer ('QIB') as defined in Rule 144A under the Securities Act and also a qualified purchaser ('QP') as defined in the Investment Company Act; and

(e) it has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement and it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.

The Company, J.P. Morgan Cazenove, Goldman Sachs International will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

This Announcement (including this Appendix) is for information purposes and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United States, Australia, Canada, Japan or South Africa (save as provided herein) or in any jurisdiction in which such offer or invitation is unlawful (the 'Restricted Jurisdictions') and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any Restricted Jurisdiction. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.

The Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act. The Shares referred to in this Announcement (including this Appendix) 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 United States. The Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. Persons receiving this Announcement (including this Appendix) (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to US Persons or use the United States mails, directly or indirectly, in connection with the Placing.

The Shares may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Shares are only being offered and sold in the Placing to persons (i) outside the United States who are not US Persons or (ii) subject to certain limited exceptions, in the United States or who are US Persons who are QIBs who are also QPs.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Shares may not (unless an exemption under the relevant securities laws is available) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom.

This Announcement may only be freely circulated and interests in the Company may only be freely offered, distributed or sold to regulated financial intermediaries such as banks, securities dealers, fund management companies, asset managers of collective investment schemes and central banks as well as to regulated insurance companies.Circulating this Announcement and offering, distributing or selling interests in the Company to other persons or entities including qualified investors as defined in the Federal Act on Collective Investment Schemes ('CISA') and its implementing Ordinance ('CISO') may trigger, in particular, (i) licensing/prudential supervision requirements for the distributor, (ii) a requirement to appoint a representative and paying agent in Switzerland and (iii) the necessity of a written distribution agreement between the representative in Switzerland and the distributor. Accordingly, legal advice should be sought before providing this Announcement to and offering, distributing or selling interests of the Company to any other persons or entities. This Announcement does not constitute an issuance prospectus pursuant to Articles 652a or 1156 of the Swiss Code of Obligations and may not comply with the information standards required thereunder. The Interests will not be listed on the SIX Swiss Exchange, and consequently, the information presented in this Announcement does not necessarily comply with the information standards set out in the relevant listing rules. The documentation of the Company has not been and will not be approved, and may not be able to be approved, by the Swiss Financial Market Supervisory Authority FINMA under CISA. Therefore, investors do not benefit from protection under CISA or supervision by FINMA. This Announcement does not constitute investment advice. It may only be used by those persons to whom it has been handed out in connection with the interests and may neither be copied or directly/indirectly distributed or made available to other persons.

Neither these Shares, nor their offer, sale or transfer, have been registered with the Superintendence of the Securities Market of the Republic of Panama. The exemption from registration is based on numeral 2 of Article 129 of Decree Law 1 of July 8, 1999 (Institutional Investors). These Shares are not under the supervision of the Superintendence of the Securities Market of the Republic of Panama.

The Shares and the information contained in this Announcement are not being publicly marketed or offered in Peru and will not be distributed or caused to be distributed to the general public in Peru. Peruvian securities laws and regulations on public offerings will not be applicable to the offering of the Shares and therefore, the disclosure obligations set forth therein will not be applicable to the issuer of the Shares before or after their acquisition by prospective investors. The Shares and the information contained in this Announcement have not been and will not be reviewed, confirmed, approved or in any way submitted to the Peruvian Superintendency of Capital Markets (Superintendencia del Mercado de Valores), nor have they been registered under the Securities Market Law (Ley del Mercado de Valores) or any other Peruvian regulations. Accordingly, the Shares cannot be offered or sold within the Peruvian territory except to the extent any such offering or sale qualifies as a private offering under Peruvian regulations and complies with the provisions on private offerings set forth therein.

The Shares have not been and will not be registered in the Mexican National Registry of Securities (Registro Nacional de Valores). Therefore, the Shares may not be offered or sold in the United Mexican States ('Mexico') by any mean except in circumstances which constitute a private offering (oferta privada) pursuant to Article 8 of the Mexican Securites Market Law (Ley del Mercado de Valores). All applicable provisions of the Mexican Securites Market Law must be complied with in respect to anything done in relation to the Shares in, from or otherwise involving Mexico.

Under the AIFM Directive, the Company is required to make available to you certain information before you receive Shares. This information is either included in this document, the Company's prospectus dated 1 March 2017 or the latest Company Factsheet. The Company is also required to make available to you its Interim Report for the period ended on 30 June 2017 (being the latest financial information published by the Company prior to the date of this Announcement) before you receive Shares, which were published on 20 September 2017. The Company's prospectus, latest Company Factsheet and Interim Report are available on the Company's website at www.bpcrukcom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

The distribution of this Announcement (including this Appendix), and the Placing and/or issue of the Shares in certain jurisdictions may be restricted by law. No action has been taken or will be taken by the Company, J.P. Morgan Cazenove or Goldman Sachs International, or any of their respective Affiliates (as defined below), that would, or is intended to permit, an offer of the Shares or possession or distribution of this Announcement (including this Appendix) or any other offering or publicity material relating to such Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement (including this Appendix) comes are required by the Company, J.P. Morgan Cazenove and Goldman Sachs International to inform themselves about and to observe any such restrictions.

In this Appendix, unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Shares has been given.

Details of the Placing Agreement and the Shares

J.P. Morgan Cazenove and Goldman Sachs International have entered into a placing agreement (the 'Placing Agreement') with the Company and Pharmakon Advisors, L.P. (the 'Investment Manager') under which J.P. Morgan Cazenove and Goldman Sachs International have severally, on the terms and subject to the conditions set out therein, undertaken, as agents for the Company, to use their respective reasonable endeavours to procure subscribers for the Shares at the Placing Price.

The Shares will, when issued, be subject to the Company's Memorandum and Articles of Association and be credited as fully paid and will rank pari passuin all respects with the existing issued ordinary shares of US$0.01 each in the capital of the Company ('Ordinary Shares'), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Shares. For the avoidance of doubt, the Shares will not be entitled to receive the dividend of US$0.01 per Ordinary Share declared on 7 December 2017 in respect of the period 1 July 2017 to 30 September 2017.

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

Application for admission to trading

Application will be made to London Stock Exchange plc (the 'London Stock Exchange') for admission to trading of the Shares on the Specialist Fund Segment of the London Stock Exchange's main market for listed securities and to The International Stock Exchange Authority Limited ('TISEA') for admission of the Shares to the Official List of The International Stock Exchange (together, 'Admission'). It is expected that Admission will become effective on or around 18 December 2017 and that dealings in the Shares on the Specialist Fund Segment will commence at that time.

Bookbuild

J.P. Morgan Cazenove and Goldman Sachs International will today commence the bookbuilding process in respect to the Placing (the 'Bookbuild') to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Shares.

J.P. Morgan Cazenove, Goldman Sachs International and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. J.P. Morgan Cazenove and Goldman Sachs International are arranging the Placing as joint bookrunners and agents of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by J.P. Morgan Cazenove and Goldman Sachs International. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that J.P. Morgan Cazenove, Goldman Sachs International and any of their respective holding companies, subsidiaries, branches or affiliates (each an 'Affiliate') are entitled to enter bids in the Bookbuild pursuant to their liquidity provision / market making activities.

3. By participating in the Bookbuild process and the Placing, Placees will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be participating and making an offer for Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in this Appendix.

4. The Shares are being offered at a fixed price of US$1.0114 per Share (the 'Placing Price'). The final number of Shares to be issued will be agreed between J.P. Morgan Cazenove, Goldman Sachs International, the Company and Pharmakon following completion of the Bookbuild. The number of Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

5. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at J.P. Morgan Cazenove or Goldman Sachs International. Each bid should state the number of Shares which the prospective Placee wishes to subscribe for. Bids may be scaled down by J.P. Morgan Cazenove and Goldman Sachs International on the basis referred to in paragraph 9 below. No more than 152,375,471 Shares will be issued in aggregate.

6. The Bookbuild is expected to close no later than 6.00 p.m. (London time) on 14 December 2017 but may be closed earlier or later at the discretion of J.P. Morgan Cazenove and Goldman Sachs International. J.P. Morgan Cazenove and Goldman Sachs International may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with J.P. Morgan Cazenove's and Goldman Sachs International's consent will not be capable of variation or revocation after the time at which it is submitted.

8. Each Placee's allocation and the Placing Price will be confirmed to Placees orally by J.P. Morgan Cazenove and Goldman Sachs International following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as practicable thereafter by J.P. Morgan Cazenove or Goldman Sachs International and the terms of this Appendix will be deemed incorporated by reference therein. J.P. Morgan Cazenove's and Goldman Sachs International's oral confirmation to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of J.P. Morgan Cazenove, Goldman Sachs International and the Company, under which it agrees to subscribe for the number of Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Association. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to J.P. Morgan Cazenove or Goldman Sachs International, as applicable, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Shares such Placee has agreed to subscribe. The Company shall allot such Shares to each Placee following each Placee's payment to J.P. Morgan Cazenove or Goldman Sachs International, as applicable, of such amount.

9. Subject to paragraphs 4 and 5 above, J.P. Morgan Cazenove and Goldman Sachs International may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and Pharmakon and may scale down any bids for this purpose on such basis as J.P. Morgan Cazenove and Goldman Sachs International may determine. J.P. Morgan Cazenove and Goldman Sachs International may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (i) allocate Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate Shares after the Bookbuild has closed to any person submitting a bid after that time.

10. Except as required by law or regulation, no press release or other announcement will be made by J.P. Morgan Cazenove, Goldman Sachs International or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

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

12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Right to terminate under the Placing Agreement'.

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

14. Subject to the terms of the Placing Agreement, J.P. Morgan Cazenove and Goldman Sachs International shall be entitled to effect the Bookbuild and the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither J.P. Morgan Cazenove, nor Goldman Sachs International nor any of their respective Affiliates, nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither J.P. Morgan Cazenove, nor Goldman Sachs International, nor any of their respective Affiliates nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Bookbuild or of such alternative method of effecting the Placing as J.P. Morgan Cazenove, Goldman Sachs International and the Company may agree.

15. All obligations of J.P. Morgan Cazenove and Goldman Sachs International under the Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing'.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. J.P. Morgan Cazenove's and Goldman Sachs International's obligations under the Placing Agreement are conditional on, inter alia:

(a) the execution and delivery of the term sheet setting out the number of Shares and the Placing Price, to be executed by J.P. Morgan Cazenove, Goldman Sachs International the Company and Pharmakon at the end of the Bookbuild;

(b) the representations and warranties contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times before Admission;

(c) each of the Company and Pharmakon having complied with and performed their respective obligations under the Placing Agreement, which are material in the context of the Placing, to the extent that the same fall to be performed before Admission (including, without limitation, delivery of the documents referred to and in accordance with the Placing Agreement);

(d) there not having occurred before Admission any development or event (or any development or event involving a prospective change of which the Company or Pharmakon (as the case may be) is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, solvency, liquidity, management, results of operations, financial position, business or general affairs of the Company or of Investment Manager whether or not foreseeable and whether or not arising in the ordinary course of business and shall include any revocation of Pharmakon's entitlement to market the Company's Shares in the United Kingdom under Regulation 62 of the AIFM Regulations (in each case, which is material in the context of Admission) (a 'Material Adverse Change');

(e) the Company allotting and issuing, subject only to Admission, the Shares in accordance with the Placing Agreement; and

(f) Admission occurring not later than 8.00 a.m. (London time) on 18 December 2017 or such later date as the Company, J.P. Morgan Cazenove and Goldman Sachs International may otherwise agree but not being later than close of business on 21 December 2017,

(all conditions to the obligations of J.P. Morgan Cazenove and Goldman Sachs International included in the Placing Agreement being together the 'conditions').

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by J.P. Morgan Cazenove and Goldman Sachs International by the respective time or date where specified (or such later time or date as J.P. Morgan Cazenove and Goldman Sachs International may agree), (ii) any such conditions become incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Shares shall cease and terminate at such time and each Placee (or any person on whose behalf the Placee is acting) agrees that no claim can be made by the Placee in respect thereof.

J.P. Morgan Cazenove and Goldman Sachs International may, at their absolute discretion and upon such terms as they think fit, waive compliance by the Company or Pharmakon with the whole or any part of any of their respective obligations in relation to the conditions in the Placing Agreement (save that the above conditions relating to the term sheet being executed and delivered and to Admission taking place and the Company's allotment of the Shares may not be waived) or extend in writing the time required for the fulfilment of any such conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Neither J.P. Morgan Cazenove, Goldman Sachs International nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of J.P. Morgan Cazenove and Goldman Sachs International.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under 'Right to terminate under the Placing Agreement' below, and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

Each of J.P. Morgan Cazenove and Goldman Sachs International is entitled, at any time before Admission, to terminate their respective obligations under the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including if, inter alia, in the opinion of J.P. Morgan Cazenove or Goldman Sachs International, as applicable, acting in good faith:

(a) the representations and warranties contained in the Placing Agreement are not true and accurate in any material respect or have become misleading (or would not be so true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice terminate the Placing Agreement is given; or

(b) the Company or Pharmakon fails to comply with any of their respective obligations under the Placing Agreement in any material respect; or

(c) there has been a Material Adverse Change; or

(d) there has been a force majeure event as specified in the Placing Agreement which would, in the opinion of J.P. Morgan Cazenove or Goldman Sachs International (acting in good faith), make it impracticable or inadvisable to proceed with the Placing.

If both J.P. Morgan Cazenove and Goldman Sachs International exercise their right to terminate their obligations under the Placing Agreement, the Placing Agreement will be terminated and the Placing will not proceed.

By participating in the Placing, Placees agree that the exercise by J.P. Morgan Cazenove or Goldman Sachs International of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of J.P. Morgan Cazenove and Goldman Sachs International and that they need not make any reference to Placees and that they shall have no liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

The Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority ('FCA') in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and certain business and financial information published by the Company and publicly available in accordance with the rules and practices of the FCA (collectively 'Exchange Information').

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, J.P. Morgan Cazenove, Goldman Sachs International or Pharmakon or any other person and neither J.P. Morgan Cazenove, nor Goldman Sachs International nor the Company nor Pharmakon nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Shares (ISIN: GB00BDGKMY29) following Admission will take place within the CREST system, subject to certain exceptions. J.P. Morgan Cazenove, Goldman Sachs International and the Company reserve the right to require settlement for, and delivery of, the Shares (or a portion thereof) to Placees, by such other means that they deem necessary if delivery or settlement to Placees is not practicable within the CREST system within the timetable set out in this Announcement (including this Appendix) or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following close of the Bookbuild, each Placee allocated Shares in the Placing will be sent a trade confirmation by J.P. Morgan Cazenove or Goldman Sachs International in accordance with that Placee's standing arrangements in place with J.P. Morgan Cazenove or Goldman Sachs International, as applicable, stating the number of Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to J.P. Morgan Cazenove or Goldman Sachs International, as applicable, and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with J.P. Morgan Cazenove or Goldman Sachs International, as applicable,. The Company will issue shares on a delivery versus payment basis.

It is expected that settlement will be on 18 December 2017 on a T+2 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by J.P. Morgan Cazenove and Goldman Sachs International.

Each Placee is deemed to agree that, if it does not comply with these obligations, J.P. Morgan Cazenove and/or Goldman Sachs International may sell any or all of the Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for J.P. Morgan Cazenove's and Goldman Sachs International's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix)) which may arise upon the sale of such Shares on such Placee's behalf. By communicating a bid for Shares, each Placee confers on J.P. Morgan Cazenove and/or Goldman Sachs International all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which J.P. Morgan Cazenove and/or Goldman Sachs International lawfully takes in pursuance of such sale.

If Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Shares, neither J.P. Morgan Cazenove, Goldman Sachs International nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read this Announcement (including this Appendix) in its entirety and acknowledges that its acquisition of Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);

2. acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

3. acknowledges that the Ordinary Shares are listed on the Specialist Fund Segment of the main market for listed securities of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively the 'Exchange Information'), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4. acknowledges that neither J.P. Morgan Cazenove nor Goldman Sachs International nor the Company nor Pharmakon nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Shares or the Company other than this Announcement (including this Appendix); nor has it requested any of J.P. Morgan Cazenove, Goldman Sachs International, the Company, Pharmakon any of their Affiliates or any person acting on behalf of any of them to provide it with any such information;

5. acknowledges that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that none of J.P. Morgan Cazenove, Goldman Sachs International, their respective Affiliates or any person acting on J.P. Morgan Cazenove's or Goldman Sachs International's behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company (including any Exchange Information) and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement (including this Appendix) or otherwise;

6. further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Shares is contained in this Announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of J.P. Morgan Cazenove, Goldman Sachs International, the Company or Pharmakon (including with respect to the Company, the Placing or the Shares or the accuracy, completeness or adequacy of any publicly available information) and neither J.P. Morgan Cazenove nor Goldman Sachs International, nor the Company nor Pharmakon will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and the terms of the Placing, satisfied itself that this information is still current and relied on that information in deciding to participate in the Placing;

7. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

8. acknowledges that neither J.P. Morgan Cazenove nor Goldman Sachs International, nor any person acting on behalf of them nor any of their respective Affiliates has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any information, representation, warranty or statement relating to the Company contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9. if in a Member State of the European Economic Area, unless otherwise specifically agreed with J.P. Morgan Cazenove or Goldman Sachs International in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

10. if in a Member State of the European Economic Area which has implemented AIFM Directive, represents and warrants that it is a person to whom Shares may lawfully be marketed under AIFM Directive or under the applicable implementing legislation (if any) of such Member State;

11. if in the UK, represents and warrants that it is a Qualified Investor and also a person (i) who has professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'); or (ii) falling within Article 49(2)(A) to (D) ('High Net Worth Companies, Unincorporated Associations, etc') of the Order; or (iii) to whom this Announcement (including this Appendix) may otherwise be lawfully communicated;

12. represents and warrants that it is not, and at the time the Shares are acquired will not (unless an exemption under the relevant securities laws is available) be a resident of Australia, Canada, Japan or South Africa, and, each of it and the beneficial owner(s) of the Shares is, and at the time the Shares are acquired will be, acquiring the Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares, will not look to J.P. Morgan Cazenove or Goldman Sachs International for all or part of any such loss it may suffer, is able to bear the economic risk of an investment in the Shares, is able to sustain a complete loss of the investment in the Shares and has no need for liquidity with respect to its investment in the Shares;

13. if it is a resident of Switzerland or if the offering, distribution or selling of the interests in the Company is made through a Swiss based custodian or financial intermediary to the Placee, it represents and warrants that it is a regulated financial intermediary under the CISA;

14. if it is located in Mexico, represents and warrants that it is an institutional investor (inversionista institutucional) or a qualified investor (inversionista calificado) within the meaning of the Mexican Securites Market Law (Ley del Mercado de Valores) and the regulations in effect as of the date hereof;

15. if it is located in the Bahamas, it represents and warrants that it is a corporate entity incorporated under the International Business Company Act and is deemed non-resident for exchange control purposes by the Central Bank of the Bahamas;

16. if it is located in Peru: (i) represents and warrants that it is an institutional investor (inversionista institucional) under the Securities Law; and/or (ii) acknowledges that this Announcement does not contain a public offering in Peru as defined by Article 4 of the Securities Law;

17. represents and warrants that it is, or at the time the Shares are acquired that it will be, the beneficial owner of such Shares, or that the beneficial owner of such Shares is not (unless an exemption under the relevant securities laws is available) a resident of Australia, Canada, Japan or South Africa;

18. represents and warrants that, except as otherwise permitted by the Company in writing and subject to any available exemptions from applicable securities laws, it:

a) (i) is not a US Person and is acquiring the Shares for its own account or (ii) is outside the United States and is acquiring the Shares for the account of a non-US Person with respect to which it exercises sole investment discretion or (iii) it is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-US Person; or

b) is a QIB who is also a QP and is acquiring the Shares for its own account or for the account of a QIB who is also a QP, which has duly executed a US Investor Letter in a form provided to it and delivered the same to the Company, J.P. Morgan Cazenove or Goldman Sachs International or one of their respective Affiliates;

19. represents and warrants that, except as otherwise permitted by the Company in writing, in acquiring Shares it is not using assets of (A) an 'employee benefit plan' as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ('ERISA') that is subject to Title I of ERISA; (B) a 'plan' as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the 'US Tax Code'), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code;

20. acknowledges that no action has been or will be taken by any of the Company, J.P. Morgan Cazenove, Goldman Sachs International or any person acting on behalf of the Company, J.P. Morgan Cazenove or Goldman Sachs International that would, or is intended to, permit a public offer of the Shares in any country or jurisdiction where any such action for that purpose is required;

21. acknowledges that the Shares have not been and will not be registered or qualified for offer and sale nor will a prospectus be cleared in respect of any of the Shares under the securities laws or legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;

22. acknowledges that the Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, that the Company has not been registered as an 'investment company' under the Investment Company Act and that, subject to certain limited exemptions, the Shares are being offered and sold on behalf of the Company in 'offshore transactions' (within the meaning of Regulation S) to persons who are not US Persons;

23. it further represents and warrants that neither it nor its Affiliates nor any person acting on its or their behalf have engaged or will engage in any 'directed selling efforts' (within the meaning of Regulation S) with respect to the Shares in the United States;

24. unless otherwise expressly agreed by the Company in writing, if in the future it decides to offer, sell, transfer, assign, pledge or otherwise dispose of the Shares or any beneficial interest therein, it will do so only (i) in an 'offshore transaction' complying with the provisions of Regulation S to a person outside the United States and not known by the transferor to be a US Person, by prearrangement or otherwise, or (ii) to the Company or a subsidiary thereof. It acknowledges and agrees that any offer, sale, transfer, assignment, pledge or other disposal made other than in compliance with the foregoing restrictions will be subject to the compulsory transfer provisions contained in the Articles. It acknowledges that no representation has been made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Shares;

25. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Shares into a clearance system;

26. in connection with its participation in the Placing, represents and warrants that it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

27. acknowledges that it is a term of the Placee's participation in the Placing that, to ensure compliance with the Money Laundering Regulations, J.P. Morgan Cazenove and/or Goldman Sachs International may, in their absolute discretion, require proof of identity and verification of the source of payment before the application can be processed. Pending the provision to J.P. Morgan Cazenove or Goldman Sachs International of evidence of identity and verification of the source of payment, definitive certificates for the Shares may be retained and/or the delivery of the Shares into CREST may be delayed, each at J.P. Morgan Cazenove's and/or Goldman Sachs International's absolute discretion. J.P. Morgan Cazenove and Goldman Sachs International also reserve the right to reject in whole or in part, or to scale down or limit, any participation. It holds harmless and will indemnify J.P. Morgan Cazenove, Goldman Sachs International and/or the Company against any liability, loss or cost ensuing due to the failure to process its application, if such information as has been required has not been provided by it or has not been provided by it on a timely basis;

28. acknowledges pursuant to the Data Protection Act 1998 (the ''DP Act'') that the Company and/or its registrar (the 'Registrar') may hold personal data (as defined in the DP Act) relating to past and present shareholders. Personal data held by the Registrar may be used to process basic changes to shareholder records, process bank account information for processing dividend payments, and to carry out other ancillary processing functions in order to ensure that the Registrar is able to discharge its obligations under its registrar services agreement with the Company (the 'Registrar Services Agreement'); and may be disclosed to any person with legal, administrative or regulatory power over the Registrar in respect of the services under the Registrar Services Agreement, the Registrar's Affiliates, including such Affiliates which are outside of the EEA in countries which do not have similar protections in place regarding the information and its use (provided that the Registrar shall ensure that any Affiliates outside the EEA to whom personal data is disclosed have put in place proper security measures to ensure at least the same level of protection of the personal data as is required under the DP Act) and to any third parties who are involved in carrying out functions related to the services under the Registrar Services Agreement By becoming registered as a holder of the Shares, a person becomes a data subject (as defined in the DP Act) and is deemed to have consented to the processing by the Company or the Registrar of any personal data relating to them in the manner described above;

29. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Relevant Member State other than Qualified Investors (within the meaning of the Prospectus Directive), or in circumstances in which the prior consent of J.P. Morgan Cazenove or Goldman Sachs International has been given to the offer or resale;

30. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ('FSMA');

31. represents and warrants that it has not offered or sold and will not offer or sell any Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;

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

33. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the Shares in, from or otherwise involving, the United Kingdom;

34. represents and warrants that (i) it and any person on whose behalf it is acting is entitled to acquire the Shares under the laws of all relevant jurisdictions; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in the Placing; (iii) it (and/or any such person) has fully observed such laws; (iv) it (and any such person) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations; and (v) it has not taken any action which will or may result in the Company, J.P. Morgan Cazenove, Goldman Sachs International, Pharmakon, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

35. undertakes that it (and any person on whose behalf it is acting) will make payment for the Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Shares may be placed with other subscribers or sold as J.P. Morgan Cazenove and/or Goldman Sachs International may in their sole discretion determine and without liability to such Placee and it will remain liable and will indemnify the Company, J.P. Morgan Cazenove and Goldman Sachs International for any shortfall between the net proceeds of such sale and the placing proceeds of such Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix)) which may arise upon the sale of such Placee's Shares on its behalf;

36. acknowledges that its allocation (if any) of Shares will represent a maximum number of Shares which it will be entitled, and required, to subscribe for, and the Company may call upon it to subscribe for a lower number of Shares (if any), but in no event in aggregate more than the aforementioned maximum;

37. acknowledges that (i) J.P. Morgan Cazenove and Goldman Sachs International, each of which is authorised by the Prudential Regulation Authority (the 'PRA') and regulated by the PRA and the FCA in the United Kingdom, are acting respectively for the Company in relation to the Placing and no one else and will not regard any other person (whether or not a recipient of this Announcement including this Appendix) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing or the contents of this Announcement, this Appendix or any transaction, arrangement or other matter referred to herein; and (ii) acknowledges that none of J.P. Morgan Cazenove nor Goldman Sachs International nor any of their respective Affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that J.P. Morgan Cazenove and Goldman Sachs International have no duties or responsibilities to it in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

38. undertakes that the person whom it specifies for registration as holder of the Shares will be (i) itself or (ii) its nominee, as the case may be. Neither J.P. Morgan Cazenove nor Goldman Sachs International nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person on whose behalf it is acting agrees to participate in the Placing and it agrees to indemnify the Company, J.P. Morgan Cazenove and Goldman Sachs International in respect of the same on the basis that the Shares will be allotted to the CREST stock account of J.P. Morgan Cazenove or Goldman Sachs International as applicable, who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

39. acknowledges that it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

40. acknowledges and accepts that each of J.P. Morgan Cazenove and Goldman Sachs International may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Shares and/or related instruments for their own account and, except as required by applicable law or regulation, neither J.P. Morgan Cazenove nor Goldman Sachs International will make any public disclosure in relation to such transactions;

41. if it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account(s);

42. time is of the essence as regards its obligations under this Appendix;

43. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to J.P. Morgan Cazenove or Goldman Sachs International, as applicable;

44. acknowledges that the Shares will be allotted and issued subject to the terms and conditions of this Appendix;

45. acknowledges that this Appendix, any agreements entered into by it pursuant to this Appendix (and any non-contractual obligations arising out of or in connection with such agreements) and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Shares (together with any interest chargeable thereon) may be taken by the Company, J.P. Morgan Cazenove or Goldman Sachs International in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

46. agrees that the Company, J.P. Morgan Cazenove, Goldman Sachs International and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to J.P. Morgan Cazenove and Goldman Sachs International on their own behalf and on behalf of the Company and are irrevocable;

47. agrees to indemnify on demand on an after tax basis and hold the Company, J.P. Morgan Cazenove, Goldman Sachs International and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix or incurred by , J.P. Morgan Cazenove, Goldman Sachs International and/or the Company arising from the performance of the Placee's obligations as set out in this Announcement and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

48. represents and warrants that it has independently made its own analysis and decision with regard to its commitment to subscribe for Shares;

49. acknowledges that its commitment to subscribe for Shares on the terms set out herein and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to J.P. Morgan Cazenove's, Goldman Sachs International's or the Company's conduct of the Placing;

50. acknowledges that the Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement (including this Appendix);

51. acknowledges and agrees to the compulsory transfer provisions contained in the Company's Memorandum and Articles of Association;

52. acknowledges that the basis of allocation will be agreed between J.P. Morgan Cazenove, Goldman Sachs International, the Company and Pharmakon at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing; and

53. represents and warrants that it has complied with its obligations under the EU Market Abuse Regulation(2014/596/EU).

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to J.P. Morgan Cazenove and Goldman Sachs International for themselves and on behalf of the Company and are irrevocable.

The agreement to settle a Placee's subscription of the Shares (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Shares in question. Such agreement assumes that the Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealing in the Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor J.P. Morgan Cazenove nor Goldman Sachs International will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, J.P. Morgan Cazenove and Goldman Sachs International in the event that any of the Company, J.P. Morgan Cazenove and/or Goldman Sachs International has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify J.P. Morgan Cazenove and Goldman Sachs International accordingly.

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither J.P. Morgan Cazenove nor Goldman Sachs International owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement and that such representations, warranties, undertakings and indemnities are not given for the benefit of any Placee.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that J.P. Morgan Cazenove, Goldman Sachs International or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Shares. Therefore J.P. Morgan Cazenove, Goldman Sachs International or any of their respective Affiliates may acquire a proportion of the Shares available under the Placing (which proportion could be significant) and may resell the same following the Placing at a profit on the terms available to it in the market. Notwithstanding the foregoing, J.P. Morgan Cazenove, Goldman Sachs International and their respective Affiliates are under no obligation to subscribe for Shares and the Placing is not conditional on J.P. Morgan Cazenove's, Goldman Sachs International's or any of their respective Affiliates' participation.

Past performance is no guide to future performance and persons seeking advice should consult an independent financial adviser.

All times and dates in this Announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this Announcement (including this Appendix) being achieved. J.P. Morgan Cazenove or Goldman Sachs International shall notify the Placees and any person acting on behalf of the Placees of any changes.

The rights and remedies of J.P. Morgan Cazenove, Goldman Sachs International and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

This Announcement (including this Appendix) has been issued by the Company and is the sole responsibility of the Company.