Clinigen : £225 million Acquisition of Idis and £135 million Vendor Placing

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.

£225 million Acquisition of Idis and £135 million Vendor Placing

Burton-on-Trent, UK - 24 April 2015 - Clinigen Group plc ("Clinigen", the "Company" or the "Group", AIM: CLIN), the specialty global pharmaceutical company, has agreed to acquire Idis Group Holdings Limited ("Idis"), creating the market leader in the ethical unlicensed supply of medicines ("the Acquisition"). Idis is being acquired for an enterprise value of £225.0 million.

Highlights

• The global ethical unlicensed supply market represents a significant growth opportunity, estimated in excess of $5 billion and is under-penetrated.
• On completion, Clinigen, as the market leader, will be well placed to shape and define this fast growing and critically important market.
• Idis is a strong brand, with a 25 year history, and supplies unlicensed medicines predominantly on an exclusive basis through managed access programs and on-demand through its general access division.
• In the 12 months ended 28 February 2015, Idis achieved unaudited last 12 months ("LTM") revenues of £196.8 million and adjusted EBITDA of £15.6 million.
• The Acquisition is expected to be immediately earnings enhancing and significantly enhancing in the first full year of ownership; the level of enhancement is expected to improve further in 2017.
• Clinigen has identified annual cost synergies from the Acquisition of approximately £2.5 million, and the Board believes that opportunities for further revenue and cost synergies are likely to be identified.
• The Acquisition and associated expenses will be financed by a fully underwritten vendor placing raising gross proceeds of £135.0 million (the "Vendor Placing") and by £104.0 million to be drawn down under new debt facilities (the "New Facilities").
• Vendor Placing comprises the issue of 27,000,000 new ordinary shares (the "Placing Shares") at a price of 500 pence per share - a discount of approximately 4.9 per cent. to the closing middle market price of 525.5 pence per ordinary share on 23 April 2015.

Peter George, Chief Executive Officer of Clinigen, said:

"This acquisition satisfies a number of our key strategic goals - achieving the market leader position in the $5+ billion unlicensed medicine supply sector and strengthening our leading position in the $2 billion clinical trial supply market.

"The acquisition will also accelerate our growth and gives us a much better balanced portfolio of businesses, whilst extending our unique business model.

"The enlarged entity creates an incredibly exciting business with tremendous opportunities for growth. I am confident that, together with Idis, we have the right people to define and shape the unlicensed medicine supply market - an increasingly important health care sector for patients with unmet needs."

Vendor Placing Statistics

The preceding summary should be read in conjunction with the full text of this announcement and the Appendix.

An analyst call will be held at 8:15am today. For further details please contact Instinctif Partners at Clinigen@instinctif.com.

Numis Securities Limited is acting as financial adviser, nominated adviser and joint broker to Clinigen; Peel Hunt LLP is acting as joint broker to Clinigen.

For further information, please contact:

IMPORTANT INFORMATION

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Vendor Placing. Persons who have chosen to participate in the Vendor Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in the Appendix, and to be providing the representations, warranties, agreements, undertakings and acknowledgements contained in the Appendix.

The distribution of this announcement and the Vendor Placing of the Placing Shares as referred to in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement 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 comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Numis Securities Limited ("Numis") and Peel Hunt LLP ("Peel Hunt") (together the "Bookrunners"), which are both authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting for Clinigen Group plc and for no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Clinigen Group plc for providing the protections afforded to clients of the Bookrunners, or for providing advice in relation to the contents of this announcement or any matters referred to herein. The Bookrunners are not responsible for the contents of this announcement.

Investors' attention is drawn to the paragraph of the Appendix entitled "Right to terminate under the Placing Agreement" which sets out the limited termination rights of the Bookrunners in relation to the placing agreement which has been entered into between Clinigen, Numis and Peel Hunt in connection with the Vendor Placing.

This announcement has been prepared for the purposes of complying with the applicable law and regulations of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

Note regarding forward-looking statements:

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Group's and/or the Clinigen directors' ("Directors") intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial position, prospects, growth, strategies and expectations.

Any forward-looking statements in this announcement reflect the Group's (or, as the case may be, the Directors') current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy. Investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision. Subject to the requirements of the AIM Rules for Companies, none of the Group, the Directors, Numis and Peel Hunt undertake any obligation publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Group's expectations or to reflect events or circumstances after the date of this announcement, save to the extent required by law. Past performance of the Group is not necessarily indicative of future performance.

£225 million Acquisition of Idis and £135 million Vendor Placing

1. Introduction

Clinigen today announces that it has agreed to acquire the entire issued and to be issued share capital of Idis Group Holdings Limited, the market leading pharmaceutical services company focused on the ethical unlicensed supply of medicines, for an enterprise value of £225.0 million (calculated on a cash-free debt-free basis). On completion of the Acquisition, Clinigen will become the global market leader in the exclusive unlicensed supply of medicines.

Clinigen is financing the Acquisition and associated expenses through a fully underwritten Vendor Placing, raising gross proceeds of £135.0 million, and £104.0 million to be drawn down under the New Facilities.

The Vendor Placing comprises 27,000,000 new Ordinary Shares, which are to be placed at a price of 500 pence per share, and is being fully underwritten by Numis and Peel Hunt on, and subject to, the terms of the placing agreement which has been entered into between Clinigen, Numis and Peel Hunt (the "Placing Agreement").

Completion of the Acquisition is conditional only on the Placing Agreement becoming unconditional (and not being terminated) and upon admission to trading on AIM of the Placing Shares and of the Vendor Shares (which are to be allotted for cash at the Placing Price to one of the management sellers of Idis). Completion is expected to occur at 8.00am on 29 April 2015. Drawdown under the New Facilities, further details of which are set out in paragraph 7 below, is conditional on the conditions for completion of the Acquisition being satisfied (save for the admission to trading on AIM of the Placing Shares and the Vendor Shares).

1. Overview of Clinigen

The Clinigen Group is a specialty global pharmaceutical company headquartered in the UK, with offices in the US and Japan. The Group currently employs 119 people. The Group, dedicated to delivering 'the right drug, to the right patient at the right time', has three operating businesses: Specialty Pharmaceuticals ("SP"), Clinical Trials Supply ("CTS") and Global Access Programs ("GAP"). Clinigen was admitted to trading on the AIM market of the London Stock Exchange in September 2012, raising gross placing proceeds of £50.0 million at a price of 164p per share, with an initial market capitalisation of £135 million.

SP focuses on acquiring and in-licensing specialist, hospital only medicines worldwide and commercialising them within niche markets. CTS sources commercial medical products for use only in clinical studies, including comparator drugs, adjuvant drugs and rescue therapies. GAP specialises in the consultancy, development, management and implementation of programs providing access for patients and their clinicians to drugs not available on a licensed basis in their markets.

In the financial year ended 30 June 2014, Clinigen generated underlying adjusted EBITDA of £26.8 million (FY13: £22.4 million) on revenue of £126.6 million (FY13: £122.6 million). In Clinigen's interim results for the six months ended 31 December 2014, the Group reported underlying adjusted EBITDA of £13.5 million (H1FY14: £12.5 million), on revenue of £72.6 million (H1FY14: £61.8 million).

1. Overview of Idis

Idis is the global market leader in providing access to unlicensed medicines in over 100 countries, across a number of therapeutic areas (including oncology, haematology and immunology) and across the product lifecycle. Founded in 1987 and majority owned by CBPE Capital LLP since 2005, Idis currently has 189 employees and is headquartered in Weybridge, Surrey with an office in Princeton, New Jersey, USA. Idis has a comprehensive capability in Managed Access Programs (on an exclusive supply basis) and General Access (on-demand), giving physicians and their patients access to medicines wherever an unmet need exists.

Idis has two business divisions, a managed access division, focused on providing access to clinical phase and pre-approved medicines via Managed Access Programs ("MAPs") (this division is equivalent to Clinigen's GAP business but includes a clinical trials supply business), and a general access division, focused on providing access to medicines already approved in another market. In the year ended 30 November 2014, Idis' managed access division shipped some 222,000 product units into a wide range of countries around the world, and the general access division shipped approximately 620,000 units, primarily to the UK and EU.

For the financial year ended 30 November 2014, Idis reported audited revenue of £180.9 million and adjusted EBITDA of £12.5 million. Approximately 65% of this revenue (£117.1 million) was generated by Idis' managed access division with the balance (£63.8 million) being generated by the general access division. For the year ended 30 November 2014, Idis' managed access division achieved a gross margin of 15.4% and the on-demand unlicensed supply business achieved a gross margin of 39.4%.

For the twelve months ended 28 February 2015, Idis achieved unaudited LTM revenue of £196.8 million and adjusted EBITDA of £15.6 million.

1. Background to and reasons for the Acquisition

The Directors believe that the Acquisition represents an excellent strategic opportunity for Clinigen to create global market leadership in ethical unlicensed supply, a large addressable and under-penetrated market. As a truly global player, the enlarged Group will have an opportunity to shape and develop a market estimated to be greater than $5.0 billion. The global ethical on-demand unlicensed supply market is estimated to be approximately $2.2 billion in size, where Idis is the leader in the UK hospital market and demand in the rest of the world is typically met by local wholesalers and agents; exclusive managed access programs constitute c.$500 million - $600 million of this c.$2.2 billion market. The general "unethical" unlicensed supply market is estimated at a minimum of $5.0 billion; Clinigen consider that an ethical supply alternative is needed to meet hospital pharmacist and clinician need for a significant proportion of this market, and therefore consider this market to have huge growth potential.

Idis has a strong brand. The Acquisition will broaden Clinigen's US and business development footprint, expand its networks of key opinion leaders (KOLs) and hospital pharmacists and strengthen the Group's on-line capabilities. Idis serves 20 of the 25 largest pharma and biotech companies. Clinigen and Idis have complementary customer lists in both exclusive unlicensed supply and clinical trial supply.

The Acquisition fulfils a number of Clinigen's strategic goals, including:

• accelerating Clinigen to market leader status in the unlicensed supply of medicines through strengthening Clinigen's global exclusive unlicensed supply capability and adding capabilities in regional on-demand unlicensed supply;
• adding commercialisation opportunities for Clinigen SP; and
• becoming market leader in clinical trials supply.

The enlarged Group will have a well balanced portfolio of four business units, comprising:

• Clinigen SP: which uses the relationships and insights gained from late stage product withdrawals and non-launch market access programs run by GAP/MAP to identify candidates for acquisition or commercialisation. The Group's existing strategy for this division, where it intends to grow the number of products in its portfolio from five to ten over the medium term, will remain following the Acquisition. The Clinigen Board anticipates that the enlarged Group's expanded global footprint will increase its exposure to attractive potential product acquisition opportunities.
• Clinigen Clinical Trials Supply: the combination of Clinigen's CTS business and Idis' CTS business is expected to benefit from Clinigen SP's regulatory, pharmacovigilance and quality systems required as a specialty pharmaceutical company.
• Idis Managed Access Programs: the combination of Idis' MAP business and Clinigen's GAP business, focused on the provision of on-going patient access to comparator drugs following their clinical trial, is expected to benefit from relationships in the clinical trial market gained by Clinigen's and Idis' CTS businesses.
• Idis General Access Division: which meets local on-demand unlicensed supply and drug shortages, identifying commercialisation opportunities in local/regional markets. The Clinigen Board believes that the enlarged Group's global footprint will provide it with a significant opportunity to expand in the pharmerging markets and become the ethical supplier of choice in a number of such countries. Clinigen also intends to develop and exploit the enlarged Group's internet store and on-line offering.

Clinigen has identified annual cost synergies from the Acquisition of approximately £2.5 million, and the Directors believe that opportunities for further revenue and cost synergies are likely to be identified post the completion of the Acquisition.

1. Principal terms of the Acquisition

Under the terms of the sale and purchase agreement (the "Sale and Purchase Agreement"), Clinigen has agreed to acquire the entire issued and to be issued share capital of Idis for an enterprise value of £225.0 million (calculated on a cash-free debt-free basis). This value represents a pre-synergies multiple of 14.4x Idis' LTM adjusted EBITDA for the twelve months to 28 February 2015 of £15.6 million and an implied multiple of 12.4x Idis' LTM adjusted EBITDA after taking account of £2.5 million of cost synergies.

Upon completion of the Acquisition, the Vendor Shares will be allotted to one of the management sellers of Idis at the Placing Price. Under the Sale and Purchase Agreement these shares are subject to a lock-up for the twelve month period following completion of the Acquisition and thereafter to an orderly marketing period of twelve months.

The Acquisition is conditional only upon the Placing Agreement becoming unconditional (and not being terminated) and upon admission to trading on AIM of the Placing Shares and the Vendor Shares ("Admission"). Subject to these conditions being satisfied, the Group has no right to terminate the Sale and Purchase Agreement save in the event of the sellers failing to comply with their completion obligations. The Sale and Purchase Agreement includes warranties and indemnities from certain sellers in favour of Clinigen. Claims by Clinigen against the sellers under the warranties and indemnities are subject to certain financial thresholds and caps and also, in the usual way, to matters disclosed by the sellers. In particular, the liability of such sellers in respect of the warranties and indemnities in the Sale and Purchase Agreement is capped at £2.0 million. The Group is at an advanced stage of discussions for a warranty and indemnity insurance policy in the amount of £25.0 million in relation to the warranties and indemnities under the Sale and Purchase Agreement. This insurance is still subject to final agreement and policy documentation, but given the significant progress to date, the Directors fully expect it to be in place by Admission.

1. Summary financial information on Idis

The financial information below was prepared in accordance with UK GAAP.

Income statement:

Source: Idis Group Holdings Limited Annual Reports and Idis Management Accounts.

1Tax rate post acquisition anticipated to be similar to Clinigen's existing current effective tax rate.

2EBITDA adjusted for: 2014 share based payments of £0.1 million, 2014 audit adjustment £(0.2 million), and costs of a share buyback of £0.9 million; 2013 share based payments of £0.1 million and restructuring costs of £3.4 million; 2012 severance payments of £0.2 million, one-off professional advisers fees £1.0 million, dividend equalisation of £0.3 million (relating to a dividend paid through an EBT), and share based payments of £0.1 million.

Source: Idis Group Holdings Limited Annual Reports

Source: Idis Group Holdings Limited Annual Reports

For the financial year ended 30 November 2012, Idis' growth in revenue, gross profit and adjusted EBITDA was broadly in line with the growth trends achieved since the year commencing 1 December 2009. To 30 November 2012, Idis reported revenue of £145.6 million with gross profit of £35.5 million and adjusted EBITDA of £15.4 million.

In the financial year ended 30 November 2013, trading for the year was impacted by the loss of the majority of Idis' business with two significant UK retail customers and some commercial contracts within the general access division, as well as the closure of business and loss of programmes within the managed access division, which resulted in Idis reporting revenue of £143.3 million and gross profit of £27.5 million. During that year Idis underwent a significant restructuring and a change in the senior management team, both of which had a negative impact on EBITDA, with Idis reporting adjusted EBITDA of £7.2 million.

For the financial year ended 30 November 2014, revenue growth was driven by the re-launch of the company's clinical trials supply business and sales growth in managed access programs. Idis reported revenue for the year of £180.9 million and gross profit of £30.9 million. The 2013 management restructuring renewed the focus on business development and improved cost governance, benefitting adjusted EBITDA which was £12.5 million for the year.

For the twelve month period ended 28 February 2015, revenue growth continued on its 2014 upwards trend driven by sales growth in CTS and Managed Access Programs. Idis achieved unaudited revenue of £196.8 million. Over the twelve month period, gross profit and adjusted EBITDA benefited from the top line growth and a continued focus on costs, and Idis achieved an unaudited gross profit of £34.4 million and an unaudited adjusted EBITDA of £15.6 million.

1. Financial impact of the Acquisition

Clinigen is financing the Acquisition and associated expenses through a fully underwritten Vendor Placing raising gross proceeds of £135.0 million and £104.0 million to be drawn down under the New Facilities.

The Acquisition is expected to be immediately earnings enhancing and significantly earnings enhancing in the first full year of ownership, with the level of enhancement expected to improve further in 2017. This statement does not constitute a profit forecast. The Return on Invested Capital for the Acquisition is expected to exceed Clinigen's WACC after the third full year of ownership.

The New Facilities entered into by the Group to part fund the Acquisition comprise a £45.0 million term loan facility (the "Term Loan Facility") and a £95.0 million revolving credit facility (the "RCF"), with a group of three banks, being The Royal Bank of Scotland plc, Santander UK plc and HSBC Bank plc. The Term Loan Facility and the RCF both have a term of five years from the date on which the New Facilities are made available to be drawn. The applicable interest rate on amounts drawn down is up to 2.75 per cent. plus LIBOR/EURIBOR (as applicable) on both the RCF and the Term Loan Facility. The margin payable is dependent on the adjusted leverage ratio and will reduce to a minimum of 1.25 per cent. plus LIBOR/EURIBOR (as applicable) as adjusted leverage decreases. Covenant terms apply to the New Facilities and comprise Interest Cover, Cashflow Cover and Adjusted Leverage covenants.

The Group estimates that the net debt of the enlarged Group following completion of the Acquisition ("Enlarged Group") will be approximately £83 million; the undrawn portion of the RCF plus its cash balances will provide significant ongoing financial flexibility. The Directors expect leverage on completion of the Acquisition to be approximately 1.9x net debt/adjusted EBITDA (based on the pro forma LTM EBITDA for the 2014 financial year for the Enlarged Group).

The Enlarged Group is expected to generate significant free cash flow and the Directors expect that this leverage ratio will drop quickly. Drawdown under the New Facilities is conditional on the conditions for completion of the Acquisition being satisfied (save for the admission to trading on AIM of the Placing Shares and the Vendor Shares).

The Group will incur advisers' fees, commissions and expenses of approximately £9.9 million in connection with the Acquisition, the Vendor Placing and the New Facilities.

£135.0 million (before fees and expenses) is being raised by way of a vendor placing of 27,000,000 Ordinary Shares at a placing price of 500 pence per share. The Placing Shares will represent approximately 24.6 per cent. of the Enlarged Group's issued share capital immediately following completion of the Acquisition. The Placing Price represents a discount of approximately 4.9 per cent. to the closing middle market price of 525.5 pence per Ordinary Share on 23 April 2015 (being the last business day prior to this announcement).

The Vendor Placing has been fully underwritten by Numis and Peel Hunt in accordance with the terms of the Placing Agreement. The Placing Agreement contains certain provisions (including customary market related provisions) entitling Numis and Peel Hunt to terminate the Placing Agreement in certain limited circumstances at any time prior to Admission to trading on AIM of the Placing Shares and the Vendor Shares.

The equity fundraising has been structured as a non pre-emptive vendor placing in order to increase the speed of execution and transaction certainty and is being carried out under the existing allotment authority granted to the Directors at the Group's last AGM.

Application has been made to the London Stock Exchange for the Placing Shares and the Vendor Shares to be admitted to trading on AIM. The Placing Shares and the Vendor Shares will rank pari passu with the Group's existing issued Ordinary Shares.

The Vendor Placing is conditional on the Placing Agreement becoming unconditional (and not being terminated) and the Placing Agreement is conditional, among other things, on the Acquisition Agreement becoming unconditional (other than as regards any condition relating to the Placing Agreement or to the admission to trading on AIM of the Placing Shares and the Vendor Shares) and on Admission becoming effective by no later than 8.00am on 1 May 2015 (or such later time, not being later than 8.00am on 11 May 2015, as Clinigen, the Bookrunners and the sellers of Idis may agree). Admission is expected to become effective, and dealings in the Placing Shares and Vendor Shares to commence, at 8.00am on Wednesday, 29 April 2015. The Placing Agreement is not subject to any right of termination after Admission.

Upon Admission, Clinigen's enlarged issued share capital will comprise 109,708,596 Ordinary Shares, with voting rights. Clinigen does not hold any shares in treasury. This figure of 109,708,596 Ordinary Shares may be used by shareholders in Clinigen following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Clinigen under the Financial Conduct Authority's Disclosure and Transparency Rules.

1. Current trading and prospects

The Group announced its Interim Results for the six month period ended 31 December 2014 on 3 March 2015. Since that date, the Group has traded in line with management's expectations. The Group continues to evaluate a number of product acquisition and other opportunities.

APPENDIX: TERMS AND CONDITIONS OF THE VENDOR PLACING

IMPORTANT INFORMATION ON THE VENDOR PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE VENDOR PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS 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 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN WILL HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY 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.

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

Persons who are invited to and who choose to participate in the Vendor Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees"), will (i) be deemed to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Vendor Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

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

(b) it is and, at the time the Placing Shares are acquired, will be outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ("Regulation S") and is acquiring beneficial interests in the Placing Shares for its own account; if acquiring the Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements, undertakings, and acknowledgements herein on behalf of each such person; and

(c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, any Placing Shares acquired by it in the Vendor 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the EEA which has implemented the Prospectus Directive, or in circumstances in which the prior consent of the Bookrunners (as defined below) has been given to each such proposed offer or resale.

These materials may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S. Any offering to be made in the United States will be made to a limited number of qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.

Note to Australian Investors

No financial product advice is provided in the documentation related to this Vendor Placing and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the Vendor Placing. Any advice contained in the documentation should be seen as general advice only and does not take into account the objectives, financial situation or needs of any particular person. Neither the Company nor any of its related bodies corporate is licensed to provide financial product advice and before acting on the information contained in the documentation, or making a decision to participate in the offer, you should consider seeking professional financial product advice from an independent person licensed by the Australian Securities and Investments Commission to give such advice. Neither a prospectus nor a Product Disclosure Statement (as defined in the Australian Corporations Act 2001) has been or will be issued in relation to this offer. No cooling-off regime applies to the financial products offered to you pursuant to this document or any accompanying documentation.

Any shares issued to a person in Australia must not be offered for resale within Australia within 12 months of such shares being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act 2001 (Cth).

Details of the Placing Agreement and the Placing Shares

The Bookrunners are acting as joint bookrunners in connection with the Vendor Placing and have entered into the Placing Agreement with the Company under which they have agreed to use their respective reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein. If the Bookrunners fail to procure Placees for any of the Placing Shares, the Bookrunners have severally (and not jointly or jointly and severally) agreed each to acquire 50% of such shares, and the Company has agreed to allot or issue, as applicable, such shares to the Bookrunners at the Placing Price, on and subject to the terms set out in the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application for listing and admission to trading

Application has been made for admission of the Placing Shares to trading on AIM, a market operated by London Stock Exchange plc (the "London Stock Exchange") ("AIM").

It is expected that Admission of the Placing Shares will become effective at or around 8.00 a.m. (London time) on 29 April 2015 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Vendor Placing

1. The Bookrunners are arranging the Vendor Placing severally, and not jointly, nor jointly and severally, as bookrunners and placing agents of the Company for the purpose of procuring Placees at the Placing Price (as defined below) for the Placing Shares.
2. Participation in the Vendor Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners.
3. The Placing Price per Placing Share has been fixed at 500 pence and is payable to the Bookrunners by all Placees.
4. Each Placee's allocation is to be determined by the Bookrunners in their discretion following consultation with the Company and has been or will be confirmed orally by the Bookrunners and a trade confirmation will be despatched as soon as possible thereafter. The Bookrunners' oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Bookrunners and the Company, to acquire the number of Placing Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Bookrunners' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
5. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the Bookrunners. The terms of this Appendix will be deemed incorporated in that contract note.
6. Irrespective of the time at which a Placee's allocation pursuant to the Vendor Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Vendor Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
7. All obligations of the Bookrunners under the Vendor Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Vendor Placing" and to the Vendor Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
8. By participating in the Vendor Placing, each Placee will agree that its rights and obligations in respect of the Vendor Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.
9. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunners 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.
10. To the fullest extent permissible by law, neither the Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Vendor Placing or of such alternative method of effecting the Vendor Placing as the Bookrunners and the Company may agree.

Conditions of the Vendor Placing

The Vendor Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

(a) Admission of the Placing Shares occurring at or before 8:00 a.m. (London time) on 1 May 2015 (or such later time and/or date, not being later than 8:00 a.m. (London time) on 11 May 2015, as the Company and the Bookrunners may otherwise agree) (the "Closing Date");

(b) the Company having confirmed to the Bookrunners that, prior to the delivery of such confirmation, none of the representations, warranties and agreements of the Company contained in the Placing Agreement was untrue, inaccurate or misleading at the date of the Placing Agreement or will be untrue, inaccurate or misleading immediately prior to Admission;

(c) the Company having complied in all material respects with its obligations under the Placing Agreement which fall to be performed prior to Admission; and

(d) the Sale and Purchase Agreement having become unconditional in all respects (other than as regards any condition relating to the Placing Agreement becoming unconditional and as regards any condition relating to Admission) and such agreement having been completed in escrow (the sole escrow condition being Admission not later than 8:00 a.m. on the Closing Date) contemplated in such agreement as having occurred or been satisfied by Admission having occurred or been satisfied and no event having arisen at any time prior to Admission which gives the vendor a right to terminate such agreement, and such agreement not having been terminated by the Company prior to Admission.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, is not fulfilled or (where permitted) waived by the Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Vendor Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating, inter alia, to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither of the Bookrunners 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 in the Placing Agreement nor in respect of any decision they may make as to the satisfaction of any condition or in respect of the Vendor Placing generally and by participating in the Vendor Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners.

Right to terminate under the Placing Agreement

The Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia: (i) it comes to the knowledge of either Bookrunner that any of the warranties given by the Company in the Placing Agreement was untrue or incorrect in any material respect or misleading when made and/or that any of such warranties would be untrue or inaccurate in a material respect or misleading if it were to be repeated at any time prior to Admission and, in the good faith opinion of either Bookrunner, the effect of such is that it would materially prejudice the success of the Vendor Placing or the distribution of the Placing Shares; (ii) any material adverse change in, or any development reasonably likely to result in a material adverse change in, the condition (financial, operational or legal), the assets, or the earnings, results of operations or prospects of the Group taken as a whole, at any time since the date of the Placing Agreement; (iii) the occurrence of one or more specified adverse macro-economic changes, suspension or limitation in the trading on AIM or the London Stock Exchange's main market for listed securities of any securities of the Company or a general moratorium on commercial banking activities in London or New York; (iv) an incident of terrorism or the outbreak or escalation of hostilities involving the United Kingdom, any member state of the EEA or the United States including a declaration of war by the United Kingdom, any member state of the EEA or the United States; (v) a material disruption in the commercial banking or securities settlement or clearance services in the United Kingdom or United States; or (vi) the occurrence of any other calamity or crisis resulting in a change in financial, international political, market or economic conditions or currency exchange rates in the United Kingdom or the United States of America which, in the good faith opinion of a Bookrunner, would materially prejudice the success of the Vendor Placing or the distribution of the Placing Shares.

The Bookrunners shall not be entitled to terminate the Placing Agreement in the event of a material adverse change in, or any development reasonably likely to result in a material adverse change in, the condition (financial, operational or legal), the assets, or the earnings, result of operations or prospects of the Idis Group.

By participating in the Vendor Placing, Placees agree that the exercise by either Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Vendor Placing.

Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today and subject to the further terms set forth in the contract note to be provided to individual Placees. Each Placee, by accepting a participation in the Vendor Placing, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously published by the Company by notification to a Regulatory Information Service is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or the Bookrunners or any other person and none of the Company or the Bookrunners nor any other person will be liable for any Placee's decision to participate in the Vendor 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 Vendor Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B89J2419) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"). Subject to certain exceptions, the Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Vendor Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Bookrunner.

It is expected that settlement will be on 29 April 2015 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 the Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunners' 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 below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

Representations, Warranties and Further Terms

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

1. represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. acknowledges that no offering document or prospectus has been or will be prepared in connection with the Vendor Placing and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection with the Vendor Placing or the Placing Shares;
3. acknowledges that none of the Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
4. acknowledges that the Company's Ordinary Shares are listed on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices under the AIM Rules, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access to such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;
5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither of the Bookrunners, nor their respective affiliates or any person acting on behalf of any of them, has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or any information previously published by or on behalf of the Company, pursuant to applicable laws, and will not be liable for any Placee's decision to participate in the Vendor Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee 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 Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, or representations, warranties or statements made, by any of the Bookrunners or the Company nor any of their respective affiliates or any person acting on behalf of any of them and none of the Bookrunners or the Company or any such affiliate or person will be liable for any Placee's decision to accept an invitation to participate in the Vendor 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;
6. acknowledges and agrees that it may not rely, and has not relied, on any investigation that the Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of the information from the London Stock Exchange or any other information; each Placee further acknowledges that it has conducted its own investigation of the Company and the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;
7. acknowledges that it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares;
8. acknowledges that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
9. represents and warrants that (i) the Placing Shares have not been, and will not be, registered under the Securities Act; (ii) it is and, at the time the Placing Shares are acquired, will be either (a) outside the United States and acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S; or (b) a QIB, which is acquiring the Placing Shares for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Placing Shares for its own account; (iii) if acquiring the Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements, undertakings and acknowledgements herein on behalf of each such person; (iv) it is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D of the Securities Act; and (v) it will not publish, distribute or transmit this Announcement or any other document or information related to the Vendor Placing, by any means or media, directly or indirectly, in whole or in part, in or into the United States;
10. acknowledges that in making any decision to acquire Placing Shares it (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares, (ii) will not look to the Bookrunners for all or part of any loss it may suffer as a result of any such subscription or purchase, (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares;
11. undertakes, unless otherwise specifically agreed with the Bookrunners, that it is not and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia, Canada, Japan, Jersey or South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan, Jersey or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any of those jurisdictions;
12. acknowledges that the Placing Shares have not been and will not be registered, and that a prospectus will not be cleared in respect of any of the Placing Shares, under the securities laws or legislation of the United States or any state or jurisdiction thereof, Australia, Canada, Japan, Jersey or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;
13. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing 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 Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
14. represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993 and section 118 of the Financial Services and Markets Act 2000 (the "FSMA") and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
15. represents and warrants that it is acting as principal only in respect of the Vendor Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, warranties, representations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Bookrunners for the performance of all its obligations as a Placee in respect of the Vendor Placing (regardless of the fact that it is acting for another person);
16. if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, represents, warrants and undertakes that the Placing Shares purchased by it in the Vendor 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 Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to the offer or resale;
17. represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing 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 FSMA;
18. represents, warrants and undertakes that it has not offered or sold and will not, prior to Admission, offer or sell any Placing Shares to persons in the EEA 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 (within the meaning of the Prospectus Directive) in any member state of the EEA;
19. represents, warrants and undertakes 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
20. represents, warrants and undertakes that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
21. represents and warrants, if in a Member State of the European Economic Area, unless otherwise specifically agreed with the Bookrunners in writing, that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;
22. represents and warrants, if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise lawfully be communicated;
23. acknowledges and agrees that no action has been or will be taken by either the Company or the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
24. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Vendor 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 Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Vendor Placing;
25. undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;
26. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
27. acknowledges that neither of the Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Vendor Placing and that its participation in the Vendor Placing is on the basis that it is not and will not be a client of either Bookrunner in connection with its participation in the Vendor Placing and that the Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Vendor Placing nor 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;
28. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
29. acknowledges that these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, and all non-contractual or other obligations arising out of or in connection with them, 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 (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Bookrunners 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;
30. agrees to indemnify on an after tax basis and hold the Company, the Bookrunners 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 its representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Vendor Placing;
31. represents and warrants that it has neither received nor relied on any inside information concerning the Company prior to or in connection with accepting this invitation to participate in the Vendor Placing and is not purchasing Placing Shares on the basis of material non-public information;
32. if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations; and
33. agrees that the Company, the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as each of the Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor either of the Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Bookrunners will be responsible and the Placees shall indemnify the Company and the Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly.

The Company and the Bookrunners are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Bookrunners accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Bookrunners and the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.

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 acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares and that, in the event that the Bookrunners fail to procure Placees for any of the Placing Shares then the Bookrunners will, as principal, subscribe for such share.

When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner, any money held in an account with such Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Bookrunner's money in accordance with the client money rules and will be used by such Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Bookrunner.

All times and dates in this Announcement may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

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