TIDMAGL

RNS Number : 5591S

Angle PLC

14 July 2022

 
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, 
  DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, 
  AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH 
  AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION 
  OR DISTRIBUTION WOULD BE UNLAWFUL. 
  FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 
  IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. 
  THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. 
 For immediate release                                     14 July 2022 
 

ANGLE plc (the "Company")

Proposed Placing of New Ordinary Shares and Retail Offer

Enabling the Company to capitalise on the momentum gained from FDA clearance of the Parsortix system and to accelerate the Company's commercialisation plan

ANGLE plc (AIM:AGL), a world-leading liquid biopsy company, announces its intention to raise gross proceeds equating to approximately 10 per cent. of its existing issued ordinary share capital through a combination of a placing (the "Placing") of new ordinary shares (the "Placing Shares"), a subscription by certain directors of the Company (the "Management Subscription") for new ordinary shares (the "Management Subscription Shares") and an offer made on the PrimaryBid platform (the "Retail Offer") of new ordinary shares (the "Retail Offer Shares") (together, the "Capital Raise").

The net proceeds of the Capital Raise will be used to support the Company's commercialisation plan and capitalise on the momentum gained from obtaining a world first US Food and Drug Administration (" FDA ") product clearance for its Parsortix system.

The Placing will be conducted through an accelerated bookbuilding process (the "Bookbuilding Process") which will be launched immediately following this announcement and will be made available to eligible institutional investors. The Placing is subject to the terms and conditions set out in Appendix 1 to this announcement (which forms part of this Announcement, such announcement and its Appendices together being this "Announcement").

The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the close of the Bookbuilding Process.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") and Jefferies International Limited and Jefferies GmbH (together, "Jefferies") are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Brokers and Beech Hill Securities, Inc. ("Beech Hill") is acting as Joint Bookrunner (Berenberg, Jefferies and Beech Hill together, the "Joint Bookrunners") in connection with the Placing.

The Retail Offer will be made by the Company on the PrimaryBid platform at the Placing Price, to provide certain retail investors with an opportunity to participate in the Capital Raise. The Retail Offer is not made subject to the Terms and Conditions set out in Appendix 1 to this Announcement and instead will be made on the terms outlined in the separate announcement to be made shortly regarding the Retail Offer and its terms.

Andrew Newland, CEO, and Ian Griffiths, CFO, intend to subscribe for the Management Subscription Shares at the Placing Price to contribute approximately GBP100,000 and GBP30,000 respectively.

Market Backdrop

The liquid biopsy market is a growing and emerging market and ANGLE is well positioned to capitalise on this opportunity. It is estimated the market will grow to over US $100 billion per annum in the United States alone. The Parsortix(R) system is only the third liquid biopsy solution with FDA product clearance and is the first and only FDA product clearance for harvesting intact cancer cells from patient blood for subsequent analysis.

Breast Cancer clinical tests - a potential US $4 billion p.a. addressable market in the US alone

In the United States, the NCCN National guidelines recommend tissue biopsy for metastatic breast cancer, however half of all metastatic breast cancer ("MBC") patients do not have a successful biopsy. It is estimated that the potential United States breast cancer clinical tests market is US $4 billion per annum, including a US $0.5 billion addressable market per annum for MBC presence, monitoring and therapy selection, a US $1.1 billion addressable market per annum for primary breast cancer presence and monitoring; and a US $2.4 billion addressable market per annum for remission monitoring. The Company's commercial plans are already well developed in the metastatic breast cancer setting with early promotional activities underway to establish the Parsortix system in leading clinical laboratories to support the development of laboratory developed tests ("LDTs").

Ovarian Cancer diagnosis - clinical study results expected in H2 2022

In the United States alone there is an estimated total addressable market of US $1.3 billion per annum for ovarian cancer tests including diagnosis (US $0.2 billion), watchful waiting (US $0.6 billion) and remission monitoring (US $0.5 billion). Over 200,000 women per annum in the US have surgery for an abnormal pelvic mass and there is a critical need to accurately discriminate malignant from benign pelvic masses prior to surgery as those with ovarian cancer need to be referred to a specialist. There are a further 300,000 women per annum in the United States diagnosed with an abnormal pelvic mass who enter watchful waiting. ANGLE has completed two 200 patient studies, with the best-in-class results (AUC >0.95) accuracy achieved. A clinical verification study is in progress with the University of Rochester Wilmot Cancer Center. On successful study results and following CLIA laboratory accreditation, the plan is to offer an LDT from ANGLE clinical laboratories.

Prostate Cancer - test in earlier stage of development with an est. US $6.8 billion addressable market in the US alone

ANGLE has signed an agreement with MidLantic Urology to undertake a pre-biopsy clinical study to predict the presence of prostate cancer, and if cancer is predicted then to predict the presence of clinically significant prostate cancer. MidLantic Urology is an affiliate of Solaris Health Partners, with >500 providers across 179 locations in 9 States and 729,000 patients per annum. Solaris Health will provide the first route to market with a prostate cancer LDT with a total addressable market in the United States alone estimated at US $6.8 billion per annum.

Pharma services business - four customers already secured and in discussions with numerous other potential customers

ANGLE has established a pharma services business offering repeat longitudinal monitoring of patients in cancer drug trials not possible with tissue biopsy, as well as the potential for DNA, RNA and protein analysis, which is not possible by analysing ctDNA in isolation. This represents a multi-US $ billion growth opportunity across multiple cancers. Each contract can be over US $1 million with margins over 75% and each customer can offer numerous repeat contracts. The customer base has been established and is growing, with four customers secured to date and repeat business with two of the early customers. ANGLE is in discussion with numerous other potential customers. The breast cancer market for pharma services, which is currently supported by 24 publications and 2 clinical trials of supporting data, has an estimated total addressable market of over US $1.0 billion. Identified biomarkers in other cancers also offer substantial pharma services opportunities for ANGLE with potential addressable markets of US $0.4 billion, US $0.2 billion, US $0.8 billion in relation to prostate, ovarian and NSCLC cancers respectively.

Rationale for the Capital Raise and Use of Proceeds

On 25 May 2022, ANGLE announced that it had achieved a world first with FDA product clearance for its Parsortix system, in its intended use with metastatic breast cancer patients. This ground-breaking FDA clearance is the first ever FDA product clearance to harvest cancer cells from a patient blood sample for subsequent analysis and offers the prospect of a new era of personalised cancer care.

The FDA product clearance, which is the global gold standard for medical devices, gives ANGLE first mover advantage for intact cancer cell analysis in the global liquid biopsy market. Securing this clearance is the culmination of a sustained effort by the Company for over six years. The credibility associated with medical device FDA product clearance cannot be over-estimated.

Since receiving FDA product clearance, ANGLE has seen enhanced incoming engagement with discussions initiated with two medtech companies, over a dozen pharma companies and one Government body. Additionally, ANGLE has increased outbound engagement with direct marketing already in progress.

The Capital Raise will enable the Company to capitalise on the momentum gained from obtaining the FDA clearance to drive key milestones over the next 18 months. The Company's existing commercialisation plan will be accelerated through expanding the pharma services business, through increased business development staffing, the development of molecular assays and marketing. The Company will establish the FDA cleared Parsortix system in the clinical market with sales and technical support, systems for deployment and marketing. Further expansion will be carried out to expand the offerings of the clinical laboratories through increased staffing, clinical assay validation and LDT launches. The Company will also accelerate funding for clinical studies to support assay development, clinical utility and reimbursement studies. Further, the proceeds will be used to support ongoing operations and strengthen the Company's balance sheet.

The gross proceeds of the Capital Raise are expected to be deployed as follows:

 
 Pharma services business expansion - increase          GBP4.0m 
  business development staffing, development 
  of molecular assays, marketing 
 Establishing FDA cleared Parsortix system in           GBP3.0m 
  the clinical market - sales and technical support, 
  systems for deployment, marketing 
                                                      --------- 
 Clinical laboratories development and launch           GBP4.0m 
  of LDTs - increased staffing, clinical assay 
  validation and LDT launch 
                                                      --------- 
 Clinical studies - assay development, clinical         GBP4.0m 
  utility and reimbursement studies 
                                                      --------- 
 Ongoing operations (including fees and expenses        GBP5.0m 
  of the Capital Raise) and strengthen balance 
  sheet 
                                                      --------- 
                                                       GBP20.0m 
                                                      --------- 
 

Strategy to drive growth over next 12-18 months

ANGLE has continued with its sustained focus on its strategy for achieving widespread adoption of its Parsortix system in the emerging liquid biopsy market. The immediate priorities are to:

-- launch the FDA cleared system in the United States, continental Europe and the UK by securing leading clinical laboratories as reference customers

-- expand the pharma services business through securing additional customers and repeat business and by establishing molecular capability for high value sample analysis

   --    establish corporate deals with medtech, pharma and clinical lab companies 
   --    secure accreditation for ANGLE Onc-AdaPT laboratories 

Plans to drive future growth are to:

   --    complete the ovarian cancer study 
   --    progress prostate cancer studies with MidLantic Urology 
   --    launch laboratory developed tests (LDTs) 
   --    secure reimbursement codes for Parsortix assays 
   --    encourage the development of clinical applications by end users 

For further information:

 
 ANGLE plc                                                                           +44 (0) 1483 343434 
 Andrew Newland, Chief Executive 
  Ian Griffiths, Finance Director 
  Andrew Holder, Head of Investor Relations 
 Berenberg (NOMAD, Joint Global Co-ordinator, Joint Bookrunner & Joint Broker) 
  Toby Flaux, Ciaran Walsh, Milo Bonser, Thomas Graham                                 +44 (0) 20 3207 7800 
 
   Jefferies (Joint Global Co-ordinator, Joint Bookrunner & Joint Broker) 
   Max Jones, Thomas Bective, Michael Gold, Shaam Vora                                 +44 (0) 20 7029 8000 
 
 Beech Hill (Joint Bookrunner) 
  George Billington, Thomas Lawrence                                                   +1 212 350 7200 
 
  FTI Consulting 
  Simon Conway, Ciara Martin                                                           +44 (0) 203 727 1000 
  Matthew Ventimiglia (US)                                                             +1 (212) 850 5624 
 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation . Upon the publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

Details of the Capital Raise

The Capital Raise is not conditional upon the approval of the Company's shareholders. The Company acknowledges that it is seeking to issue Placing Shares, Retail Offer Shares and Management Subscription Shares (together, the "Offer Shares") representing in aggregate approximately 10 per cent. of its existing issued ordinary share capital on a non pre-emptive basis and has therefore consulted, where possible, with the Company's major institutional shareholders ahead of the release of this Announcement. The Capital Raise structure has been chosen as it minimises cost, time to completion and use of management time. The consultation has confirmed the Directors' view that the Placing is in the best interests of shareholders, as well as wider stakeholders in ANGLE.

Application will be made for the Offer Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") ("Admission"), which is expected to take place at 8.00 a.m. on 19 July 2022.

The Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Details of the Placing

The Joint Bookrunners have today entered into a placing agreement with the Company in relation to the Placing (the "Placing Agreement"). The Joint Bookrunners will commence the Bookbuilding Process immediately following the release of this Announcement, and the book will open with immediate effect at that time. The timing of the closing of the book, pricing and allocations will be agreed between the Joint Global Co-ordinators (acting jointly) and the Company (to the extent permitted by applicable law and subject to the agreed principals of allocation). Details of the Placing Price and the number of Placing Shares to be issued will be announced as soon as practicable after the close of the Bookbuilding Process.

Settlement for the Placing Shares is expected to take place at 8.00 a.m. on 19 July 2022. The Placing is conditional upon, among other things, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms prior to Admission.

Appendix 1 sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix 1.

Details of the Retail Offer

The Company also intends to raise funds by the issue of Retail Offer Shares at the Placing Price in order to provide retail investors in the UK with an opportunity to participate in the Capital Raise. PrimaryBid intends to conduct an offer for the Retail Offer Shares on behalf of the Company (subject to certain size limits) on the terms set out in a separate announcement to be made by PrimaryBid shortly. The Retail Offer is conditional on the Placing completing. The Retail Offer will not be available to investors outside the UK.

Details of the Management Subscription

Andrew Newland, CEO, and Ian Griffiths, CFO, intend to subscribe for the Management Subscription Shares at the Placing Price to contribute approximately GBP100,000 and GBP30,000 respectively. The Management Subscription is conditional on the Placing completing.

Notes for editors

About ANGLE plc

ANGLE is a world-leading liquid biopsy company with sample-to-answer solutions. ANGLE's proven patent protected platforms include a circulating tumor cell (CTC) harvesting technology known as the Parsortix(R) system and a downstream analysis system for cost effective, highly multiplexed analysis of nucleic acids and proteins.

ANGLE's Parsortix(R) system is FDA cleared for its intended use in metastatic breast cancer and is currently the first and only FDA cleared medical device to harvest intact circulating cancer cells from blood.

Intended use

The Parsortix(R) PC1 system is an in vitro diagnostic device intended to enrich circulating tumor cells (CTCs) from peripheral blood collected in K(2) EDTA tubes from patients diagnosed with metastatic breast cancer. The system employs a microfluidic chamber (a Parsortix cell separation cassette) to capture cells of a certain size and deformability from the population of cells present in blood. The cells retained in the cassette are harvested by the Parsortix PC1 system for use in subsequent downstream assays. The end user is responsible for the validation of any downstream assay. The standalone device, as indicated, does not identify, enumerate or characterize CTCs and cannot be used to make any diagnostic/prognostic claims for CTCs, including monitoring indications or as an aid in any disease management and/or treatment decisions.

The Parsortix system enables a liquid biopsy (a simple blood test) to be used to provide the circulating metastatic breast cancer cells to the user in a format suitable for multiple types of downstream analyses. The system is based on a microfluidic device that captures cells based on a combination of their size and compressibility. The system is epitope independent and can capture all phenotypes of CTCs (epithelial, mesenchymal and EMTing CTCs) as well as CTC clusters in a viable form (alive). CTCs harvested from the system enable a complete picture of a cancer to be seen; as being an intact cell they allow DNA, RNA and protein analysis as well as cytological and morphological examination and may provide comparable analysis to a tissue biopsy in metastatic breast cancer. Because CTC analysis is a non-invasive process, unlike tissue biopsy, it can be repeated as often as needed. This is important because cancer develops and changes over time and there is a clear medical need for up-to-date information on the status of a patient's tumor. In addition, the live CTCs harvested by the Parsortix system can be cultured, which offers the potential for testing tumor response to drugs outside the patient.

The Parsortix technology is the subject of 26 granted patents in Europe, the United States, China, Australia, Canada, India, Japan and Mexico with three extensive families of patents are being progressed worldwide.

In the United States, the Parsortix(R) PC1 system has received a Class II Classification from FDA for use with metastatic breast cancer patients. FDA clearance is seen as the global gold standard. ANGLE's Parsortix system is the first ever FDA cleared system for harvesting CTCs for subsequent analysis. ANGLE has applied the IVD CE Mark to the same system for the same intended use in Europe.

ANGLE has also completed two separate 200 subject clinical studies under a program designed to develop an ovarian cancer pelvic mass triage test, with the results showing best in class accuracy (AUC-ROC) of 95.1%. The pelvic mass triage assay has undergone further refinement and optimisation and a 200 patient clinical verification study has now completed enrolment.

ANGLE's technology for the multiplex evaluation of proteins and nucleic acids of all types is called the HyCEAD(TM) platform and is based on a patented flow through array technology. It provides for low cost, highly multiplexed, rapid and sensitive capture of targets from a wide variety of sample types. A proprietary chemistry approach (the HyCEAD method) allows for the capture and amplification of over 100 biomarkers simultaneously in a single reaction. The HyCEAD system is extremely sensitive and is ideal for measuring gene expression and other markers directly from Parsortix harvests and was used in the ovarian cancer pelvic mass triage test to achieve best in class accuracy (AUC-ROC) of 95.1%.

ANGLE's proprietary technologies can be combined to provide automated, sample-to-answer results in both centralised laboratory and point-of-use cartridge formats.

ANGLE has established formal collaborations with world-class cancer centres and major corporates such as Abbott, Philips and QIAGEN, and works closely with leading CTC translational research customers. These Key Opinion Leaders (KOLs) are working to identify applications with medical utility (clear benefit to patients), and to secure clinical data that demonstrates that utility in patient studies. The body of evidence as to the benefits of the Parsortix system is growing rapidly from our own clinical studies in metastatic breast cancer and ovarian cancer and also from KOLs with 63 peer-reviewed publications and numerous publicly available posters from 31 independent cancer centres, available on our website.

ANGLE has established clinical services laboratories in the UK and the United States to accelerate commercialisation of the Parsortix system and act as demonstrators to support product development. The laboratories offer services globally to pharmaceutical and biotech customers for use of Parsortix in cancer drug trials and, once the laboratories are accredited and tests validated, will provide laboratory developed tests (LDTs) for patient management.

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Offer Shares is being made in any such jurisdiction.

No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Offer Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Offer Shares have not been and will not be registered under the US 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 or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Offer Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the case of the Placing Shares only, in the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") and who have executed and delivered to the Company and the Joint Bookrunners a US Investor Letter substantially in the form provided to it, in each case, pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Offer Shares will be made in the United States or elsewhere.

The Capital Raise has not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any US regulatory authority, 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.

This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved.

Members of the public are not eligible to take part in the Placing. This Announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area, qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom, qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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

By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1 to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Joint Bookrunners, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation or the London Stock Exchange.

Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority subject to limited regulation by the Financial Conduct Authority (the "FCA") in the United Kingdom. JIL is authorised and regulated in the United Kingdom by the FCA. JEG is authorised and regulated in Germany by the Bundesanstalt für Finanzdienstleistungsaufsicht. Beech Hill is authorised and regulated in the United States by the Financial Industry Regulatory Authority. Each Joint Bookrunner is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. No Joint Bookrunner will regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

In connection with the Placing, each Joint Bookrunner and any of its affiliates may, acting as investors for their own account, take up a portion of the shares of the Company in the Placing as a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, each Joint Bookrunner or any of its affiliates acting in such capacity. In addition, each Joint Bookrunner or any of its affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which any Joint Bookrunner or any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. No Joint Bookrunner, nor any of its affiliates, intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Offer Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply.

The Offer Shares to be issued or sold pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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

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

This Announcement has been prepared for the purposes of complying with applicable law and regulation in 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 the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPIX 1 - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT 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 ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ANGLE PLC (THE "COMPANY").

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

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such release, publication or distribution is unlawful (each a "Restricted Territory"). The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), Jefferies International Limited and Jefferies GmbH (together, "Jefferies" and together with Berenberg, the "Joint Global Co-ordinators") and Beech Hill Securities, Inc. ("Beech Hill" and together with Berenberg and Jefferies, the "Joint Bookrunners") or any of their respective Affiliates or any of its or their respective agents, directors, officers or employees (collectively "Representatives") which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

This Announcement does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or acquire securities referred to herein in the United States or any other Restricted Territory or any jurisdiction where such offer or solicitation is unlawful.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.

The Placing has not been approved and will not be approved or disapproved by the US Securities and Exchange Commission, 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 unlawful.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

None of the Company, the Joint Bookrunners or any of their respective Affiliates or its or their respective Representatives makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner or any of its Affiliates or its or their respective Representatives as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

The Joint Bookrunners are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) 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 be deemed (i) to have read and understood this Announcement, including this Appendix, in its entirety; (ii) to be participating and making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix.

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

1. 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;

   2.       if it is in a member state of the EEA, it is a Qualified Investor; 
   3.       if it is in the United Kingdom, it is a UK Qualified Investor; 

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

5. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing Shares acquired 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 member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; or (ii) where the Placing Shares have been acquired by it on behalf of persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

6. it understands that the Placing Shares 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 and may not be offered, sold or transferred, directly or indirectly, within the United States 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;

7. other than a limited number of "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") who have delivered to the Company and the Joint Bookrunners a US Investor Letter substantially in the form provided to it, (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S; and

8. the Company and the Joint Bookrunners will rely upon the truth and accuracy of, and compliance with, the foregoing representations, undertakings, warranties, agreements and acknowledgements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any Joint Bookrunner confirms to such Placee its allocation of Placing Shares.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Bookbuilding Process

Following this Announcement, the Joint Bookrunners will today commence the bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.

Details of the Placing Agreement and of the Placing Shares

Berenberg and Jefferies are acting as joint global coordinators and Berenberg, Jefferies and Beech Hill are acting as joint bookrunners in connection with the Placing. Berenberg is acting as the Settlement Bank. The Joint Bookrunners are not acting for the Company with respect to the Retail Offer or the Management Subscription.

The Joint Bookrunners have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each Joint Bookrunner has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares in such number and at such price to be determined following completion of the Bookbuilding Process and as set out in the Placing Agreement. The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be determined by the Company and the Joint Global Co-ordinators at the close of the Bookbuilding Process and will be set out in the executed Terms of Placing. The timing of the closing of the book, pricing and allocations will be agreed between the Joint Global Co-ordinators (acting jointly) and the Company (to the extent permitted by applicable law and subject to the agreed principles of allocation). Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.

Subject to the execution of the Terms of Placing, each Joint Bookrunner has severally (and not jointly nor jointly and severally) agreed with the Company, to the extent that Placees fail to take up Placing Shares for which they have agreed to acquire, to take up such Placing Shares itself at the Placing Price on the Closing Date in its agreed proportion.

The Offer 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 in respect of the Ordinary Shares after the Closing Date. The Offer Shares will be issued free of any encumbrances, liens or other security interests.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. The JerseyCo Subscriber will subscribe for ordinary shares and redeemable preference shares in JerseyCo, a Jersey incorporated wholly owned subsidiary of the Company, for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in JerseyCo that will be issued to the JerseyCo Subscriber.

Applications for admission to trading

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Offer Shares to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. (London time) on 19 July 2022 or such later time and date (being not later than 8.00 a.m. (London time) on 26 July 2022) as the Joint Global Co-ordinators and the Company may agree.

Participation in, and principal terms of, the Placing

1. The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as 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 a Joint Bookrunner. Each Joint Bookrunner and its Affiliates are entitled to enter bids in the Bookbuilding Process as principal.

3. The Bookbuilding Process, if successful, will establish the Placing Price payable to the Joint Bookrunners by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Joint Global Co-ordinators and the Company following completion of the Bookbuilding Process. The Placing Price and the number of Offer Shares will be announced on a Regulatory Information Service following the completion of the Bookbuilding Process (the " Pricing Announcement ").

4. To bid in the Bookbuilding Process, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at one of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company and the Joint Global Co-ordinators or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Global Coordinators on the basis referred to in paragraph 8 below.

5. A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the relevant Joint Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and each Joint Bookrunner. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to each Joint Bookrunner, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) as agents for the Company in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

6. The Bookbuilding Process is expected to close no later than 7.00 a.m. (London time) on 15 July 2022, but may be closed earlier or later at the discretion of the Joint Global Co-ordinators. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

7. Each Placee's allocation will be agreed between the Joint Global Co-ordinators and the Company (to the extent permitted by applicable law and subject to the agreed principles of allocation ) and will be confirmed to Placees orally or in writing by the relevant Joint Bookrunner following the close of the Bookbuilding Process and a trade confirmation will be dispatched as soon as possible thereafter. That oral or written confirmation (at the Joint Bookrunner's discretion) to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the Placing Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's constitutional documents.

8. The Joint Global Co-ordinators will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation and pricing of the Placing Shares. Subject to paragraphs 4 and 5 above, the Joint Global Co-ordinators may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Global Co-ordinators may, notwithstanding paragraphs 4 and 5 above, and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time. The acceptance of bids shall be at the absolute discretion of the Joint Global Co-ordinators. The Company reserves the right (upon agreement with the Joint Global Co-ordinators) to reduce or seek to increase the amount to be raised pursuant to the Placing.

9. The allocation of Placing Shares to Placees located in the United States shall be conditional on the delivery by each Placee of a US Investor Letter substantially in the form provided to it.

10. Except as required by law or regulation, no press release or other announcement will be made by any Joint Bookrunner 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 Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

12. All obligations under the Bookbuilding Process 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 "Termination of the Placing Agreement".

13. By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.

14. To the fullest extent permissible by law, no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Company, the Joint Bookrunners nor any of their respective Affiliates nor any of their respective Representatives shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners and their respective Affiliates and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement are conditional on certain conditions including, amongst other things:

(a) the publication by the Company of the Retail Offer Announcement through a Regulatory Information Service immediately following the date of this Announcement (or such later time and date as the Company and the Joint Global Co-ordinators may agree in writing);

(b) the Terms of Placing having been executed and delivered by the Company and the Joint Bookrunners by no later than 7.00 a.m. (London time) on the Business Day immediately following the date of this Announcement (or such later time and date as the Company and the Joint Global Co-ordinators may agree in writing);

(c) the publication by the Company of the Pricing Announcement through a Regulatory Information Service as soon as reasonably practicable following the execution of the Terms of Placing;

(d) neither the Company nor JerseyCo being in breach of any of their respective obligations and undertakings under the Placing Agreement, the Subscription and Transfer Agreement or the Option Agreement which fall to be performed or satisfied prior to Admission;

(e) each of the warranties given by the Company contained or referred to in the Placing Agreement being true, accurate and not misleading: (i) as at the date of the Placing Agreement; (ii) as at the time of the execution of the Terms of Placing; and (iii) as at and on Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;

(f) in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith), no Specified Event having occurred;

(g) no matter having arisen in respect of which indemnification or contribution may be sought from the Company by any indemnified person under the Placing Agreement;

(h) in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith), there not having been any Material Adverse Change at any time prior to Admission (whether or not foreseeable at the date of the Placing Agreement);

(i) certain documents referred to in the Placing Agreement having been delivered in accordance with and at the times specified in accordance with the Placing Agreement;

(j) the Company having allotted, subject only to Admission, the Offer Shares in accordance with the Placing Agreement;

(k) each Retail Offer Document remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which any Retail Offer Document is subject having become incapable of satisfaction and not having been waived prior to Admission; and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate any Retail Offer Document, save, in each case, in circumstances where the parties agree in the Terms of Placing that no Retail Offer Shares will be issued;

(l) (i) each Management Subscription Letter remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which any Management Subscription Letter is subject having become incapable of satisfaction and not having been waived prior to Admission; and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate any Management Subscription Letter, save, in each case, in circumstances where the parties agree in the Terms of Placing that no Management Subscription Shares will be issued;

(m) (i) each of the Subscription and Transfer Agreement and the Option Agreement remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which the either agreement is subject having become incapable of satisfaction and not having been waived prior to Admission (save for the condition in each agreement relating to Admission); and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate either agreement;

(n) Admission occurring no later than 8.00am on the Closing Date (or such later time and/or date as the Joint Global Co-ordinators and the Company may agree in writing, being not later than 8.00 a.m. on 26 July 2022), (all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the " Conditions ").

If: (i) any of the Conditions are not fulfilled or, where permitted, waived or extended by the Joint Global Co-ordinators in accordance with the Placing Agreement; or (ii) the Placing Agreement is terminated in the circumstances specified below, the 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 or on behalf of the Placee (or any person on whose behalf the Placing is acting) in respect thereof.

No Joint Bookrunner nor any of its Affiliates or its or their respective Representatives shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision it 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 the Joint Global Co-ordinators. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999, as amended or otherwise.

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

Termination of the Placing Agreement

Either Joint Global Co-ordinator may, after consultation with the Company to the extent reasonably practicable, in its absolute discretion, terminate the Placing Agreement in accordance with its terms in certain circumstances, including, amongst other things:

(a) any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become untrue or inaccurate in any material respect or misleading in any respect, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute an inaccuracy or omission from such document or announcement;

(b) there has been a breach by the Company any of its obligations under the Placing Agreement, the Subscription and Transfer Agreement or the Option Agreement save for any breach which is, in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith), not material;

(c) there has been a breach by the Company of any of the warranties contained in the Placing Agreement or any of such warranties is not, or has ceased to be, true, accurate and not misleading;

(d) in the opinion of either Joint Global Co-ordinator (acting in good faith) a Specified Event has occurred;

(e) there has been a breach by JerseyCo of any of its obligations under the Subscription and Transfer Agreement or the Option Agreement save for any breach which is, in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith), not material;

(f) there has been a breach of any provision of any Retail Offer Document or Management Subscription Letter or a waiver of any condition thereto, in each case, by the Company save for any breach which is, in the opinion of the Joint Global Co-ordinators (acting jointly and in good faith), not material;

(g) in the opinion of either Joint Global Co-ordinator (acting in good faith), there has been a Material Adverse Change;

(h) there has occurred, or in the opinion of either Joint Global Co-ordinator (acting in good faith) it is reasonably likely that there will occur:

(1) any material adverse change in the financial markets in the United Kingdom, any member state of the EEA, the United States or the international financial markets, any outbreak or escalation of hostilities or war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls;

(2) a suspension of, or occurrence of material limitations to, trading in any securities of the Company by the London Stock Exchange or any other exchange or over-the-counter market, or of trading generally on the London Stock Exchange, the New York Stock Exchange, the NASDAQ National Market or any over-the-counter market, or minimum or maximum prices for trading having been fixed, or maximum ranges for prices of securities having been required, by any of such exchanges or by such system or by order of the FCA, the London Stock Exchange, the SEC, the Financial Industry Regulatory Authority, Inc. or any other Agency, or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom, any member state of the EEA or the United States;

(3) a declaration of a banking moratorium by the United Kingdom, any member state of the EEA, the United States or New York authorities; or

(4) any actual or prospective adverse change or development in United Kingdom, United States or Jersey taxation materially affecting any Group company, the Offer Shares or the JerseyCo Subscriber Shares, or the transfer thereof, where the effect, in each case, is such that (either singly or together with any other event referred to in this paragraph (h)), in the opinion of either Joint Global Co-ordinator (acting in good faith), it is inadvisable or impracticable to market the Offer Shares or to enforce contracts for the sale of the Offer Shares.; or

(i) the Company's application for Admission is withdrawn or refused by the London Stock Exchange or, in the opinion of either Joint Global Co-ordinator (acting in good faith), will not be granted.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise or non-exercise by the Joint Global Co-ordinators of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Global Co-ordinators or for agreement between the Company and the Joint Global Co-ordinators (as the case may be) and that neither the Company nor the Joint Global Co-ordinators need make any reference to, or consult with, Placees and that none of the Company, the Joint Bookrunners nor any of their respective Affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

No prospectus

No prospectus, offering memorandum, offering document or admission document has been or will be prepared or submitted to be approved by the FCA or the London Stock Exchange (or any other authority) in relation to the Placing or Admission and no such prospectus is required (in accordance with the UK Prospectus Regulation or otherwise) to be published in the United Kingdom or any equivalent jurisdiction.

Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Exchange Information (as defined below) and subject to the further terms set forth in the electronic trade confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information previously and simultaneously released by or on behalf of the Company is exclusively the responsibility of the Company and has not been independently verified the Joint Bookrunners. Each Placee, by accepting a participation in the Placing, further confirms to the Company and each Joint Bookrunner that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or any Joint Bookrunner or its Affiliates or any other person and none of the Company, the Joint Bookrunners nor any of their respective Affiliates or its or their respective Representatives 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, 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 or limit the liability of any person for fraudulent misrepresentation by that person.

Lock-up

The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and the date which is 120 calendar days after the Closing Date, it will not, without the prior written consent of the Joint Global Co-ordinators, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Joint Global Co-ordinators and the Company.

By participating in the Placing, Placees agree that the exercise by the Joint Global Co-ordinators of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Joint Global Co-ordinators and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0034330679) following Admission will take place within the CREST system, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary, including in certificated form, 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 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 that it has in place with the relevant Joint Bookrunner or as otherwise as such Joint Bookrunner may direct.

The Company will deliver the Placing Shares to a CREST account operated by the Settlement Bank as agent for and on behalf of the Company and the Settlement Bank will enter its delivery (DEL) instruction into the CREST system. The Settlement Bank will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 19 July 2022 on a T+2 basis and on a delivery versus payment basis in accordance with the instructions given to the Joint Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the relevant Placee shall be deemed hereby to have irrevocably and unconditionally appointed the Joint Bookrunners, or any nominee of any Joint Bookrunner as its agent to use its reasonable endeavours to sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due thereon. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on each Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which each Joint Bookrunner lawfully takes on such Placee's behalf. Each Placee agrees that each Joint Bookrunners' rights and benefits under this paragraph may be assigned in that Joint Bookrunner's discretion.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic 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 UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), no Joint Bookrunner nor the Company shall be responsible for the payment thereof.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (before itself and for any person on behalf of which it is acting) with each Joint Bookrunner (in their capacity as joint bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1. it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuilding Process and the Placing and its acquisition of Placing 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 and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuilding Process, the Placing, the Company, the Placing Shares or otherwise;

2. no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulation and it has not received and will not receive a prospectus, offering memorandum, admission document or other offering document in connection with the Bookbuilding Process, the Placing, Admission or the Placing Shares;

3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the UK Market Abuse Regulation and rules and regulations of the London Stock Exchange (including the AIM Rules) (collectively and together with the information referred to in (i) above, the "Exchange Information") which includes a description of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;

4. none of the Company nor any of the Joint Bookrunners nor any of their respective Affiliates or its or their respective Representatives nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuilding Process, the Placing or the Company or any other person other than this Announcement, nor has it requested the Company, any Joint Bookrunner, any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;

5. unless otherwise specifically agreed with the Joint Bookrunners, it and any person on behalf of which it is participating 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 a Restricted Territory or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

6. the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale, nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

7. the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that no Joint Bookrunner nor any of its Affiliates or its or their respective Representatives nor any person acting on behalf of any of them have made any representations to it, express or implied, with respect to the Company, the Bookbuilding Process, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of this Announcement or the Exchange Information, nor has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company, including, without limitation, 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 or any information previously or simultaneously published by or on behalf of the Company or otherwise. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

8. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, that it has received and reviewed all information that it believes is necessary or appropriate 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 investigations, representations, warranties or statements made by the Company, any Joint Bookrunner or any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them and neither the Company, any Joint Bookrunner nor any of their respective Affiliates or its or their respective Representatives 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.;

9. it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing;

10. it has not relied on any information relating to the Company contained in any research reports prepared by any Joint Bookrunner, any of its Affiliates or any person acting on its or their behalf and understands that (i) no Joint Bookrunner nor any of its Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for (x) public information or any representation; or (y) any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii) no Joint Bookrunner nor any of its Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

11. (i) the allocation, allotment, issue and delivery 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); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) 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;

12. that no action has been or will be taken by the Company, any Joint Bookrunner or any person acting on behalf of the Company or any Joint Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

13. (i) it (and any person acting on its behalf) is entitled to acquire, the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay any issue, transfer or other taxes due in connection with its participation in any territory; (iii) 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; (iv) it has not taken any action or omitted to take any action which will or may result in the Company, any Joint Bookrunner or any of their respective Affiliates or its or their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (v) the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

14. it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its 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) and will honour such obligations;

15. it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse Regulation, any delegating acts, implementing acts, technical standards and guidelines, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the relevant Joint Bookrunner has not received such satisfactory evidence, such Joint Bookrunner may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to such Joint Bookrunner will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

16. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to each Joint Bookrunner and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

17. it is a Relevant Person and undertakes that it will (as principal or agent) acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

18. it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

   19.     if it is in a member state of the EEA, it is a Qualified Investor; 
   20.     if it is in the United Kingdom, it is a UK Qualified Investor; 

21. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing Shares acquired 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 member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; or (ii) where the Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

22. it understands, and each account it represents has been advised that, (i) the Placing Shares 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 and my not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the applicable securities laws of any state or other jurisdiction of the United States; and (ii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant State or other jurisdiction's securities laws for the reoffer, resale, pledge or trans-fer of the Placing Shares;

23. it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be either: (i) located outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a QIB which has duly executed and delivered to a Joint Bookrunner or its Affiliates a US Investor Letter substantially in the form provided to it, which includes an acknowledgement, among other things, that any Placing Shares it acquires are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; and that it is not acquiring any of the Placing Shares as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act;

24. it is acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer and sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any State thereof;

25. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing (including electronic copies thereof), in or into any Restricted Territory to any person and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

26. where it is acquiring the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make, and does make, the acknowledgements, representations and agreements herein on behalf of each such account;

27. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

28. 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 Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its 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;

29. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors 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 EEA within the meaning of the EU Prospectus Regulation;

30. 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;

31. it has complied and will comply with all applicable laws (including, in the United Kingdom, all relevant provisions of the FSMA and the Financial Services Act 2012) with respect to anything done by it in relation to the Placing Shares;

32. if it has received any "inside information" as defined in the UK Market Abuse Regulation about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation, prior to the information being made publicly available;

33. (i) it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other persons or sold as any Joint Bookrunner (or its assignee) may in its discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

34. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Joint 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;

35. no Joint Bookrunner nor any of its Affiliates or its or their respective Representatives nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of any Joint Bookrunner and no Joint Bookrunner has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the 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 any Joint Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

36. the exercise by any Joint Bookrunner of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and the relevant Joint Bookrunner or the Joint Bookrunners (acting jointly) (as the case may be) need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Joint Bookrunners, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;

37. 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. No Joint Bookrunner, the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, each Joint Bookrunner and their respective Affiliates and its and their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Settlement Bank who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

38. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any Joint Bookrunner or the Company 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;

39. each of the Company, the Joint Bookrunners and their respective Affiliates, its and their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each Joint Bookrunner and the Company 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;

40. it will indemnify on an after-tax-basis and hold the Company, each Joint Bookrunner and their respective Affiliates and its and their respective Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

41. it irrevocably appoints any director or authorised signatory of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

42. its commitment to acquire Placing Shares on the terms set out herein and in any electric trade confirmationwill continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

43. in making any decision to acquire the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing and has no need for liquidity with respect to its investment in the Placing Shares; (iii) it has relied solely on its own investigation, examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf any Joint Bookrunner; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make

an informed and intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware and understands that an investment in the Placing Share involves a considerable degree of risk; and (vi) it will not look to the Company, any Joint Bookrunner, any of its Affiliates or their respective Representatives or any person acting behalf of any of them for all or part of any such loss or losses it or they may suffer;

44. neither the Company nor any Joint Bookrunner owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these terms and conditions;

45. in connection with the Placing, a Joint Bookrunner and any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to a Joint Bookrunner or any of its Affiliates acting in such capacity. In addition, a Joint Bookrunner or any of its Affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. No Joint Bookrunner nor any of its Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so; and

46. a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFID II requirements and/or its allocation policies.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and each Joint Bookrunner (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

Miscellaneous

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK 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. Neither the Company nor any Joint Bookrunner will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, 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. Neither the Company nor any Joint Bookrunner are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Joint Bookrunner and/or the Company and their respective Affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any Joint Bookrunner or their respective Affiliates or its or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

A foreign corporation will be a passive foreign investment company within the meaning of Section 1297(a) of the US Internal Revenue Code (a "PFIC") in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable "look-through rules," either (i) at least 75 per cent. of its gross income is "passive income" or (ii) at least 50 per cent. of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income. The Placing Shares may constitute an equity interest in a PFIC. In the current or any future tax year, if the Company is a PFIC, US taxable investors may be subject to adverse US tax consequences in respect of their investment in the Placing Shares. Neither the Company nor any of the Joint Bookrunners intends to assess whether the Placing Shares constitute equity interests in a PFIC in any taxable year or to provide such information as may be required to make a "qualified electing fund" election and that it should not assume that such information will be made available. Prospective purchasers should consult their tax advisers regarding the potential application of the PFIC regime.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each Joint Bookrunner and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each Joint Bookrunner is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any Joint Bookrunner any money held in an account with such Joint 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 the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of that Joint Bookrunner.

Time is of the essence as regards each Placee's obligations under this Appendix.

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 any Joint Bookrunner.

The rights and remedies of each Joint Bookrunner and the Company under the terms and conditions set out in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose, in writing or orally to each Joint Bookrunner: (a) if they are an individual, their nationality; or (b) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

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

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

APPIX 2

Definitions

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

 
 "Admission"                 means admission of the Offer Shares to trading 
                              on AIM becoming effective in accordance with 
                              Rule 6 of the AIM Rules for Companies; 
 "Affiliate"                 has the meaning given in Rule 501(b) of Regulation 
                              D under the Securities Act or Rule 405 under 
                              the Securities Act, as applicable and, in the 
                              case of the Company, includes its subsidiary 
                              undertakings; 
 "AIM"                       means AIM, a market operated by the London Stock 
                              Exchange; 
 "AIM Rules"                 means the rules published by the London Stock 
                              Exchange governing admission to AIM and the regulation 
                              of companies whose securities are admitted to 
                              trading on AIM (including any guidance notes), 
                              as each may be amended from time to time; 
 "Announcement"              means this announcement (including its Appendices); 
 "Beech Hill"                means Beech Hill Securities, Inc.; 
 "Berenberg"                 means Joh. Berenberg, Gossler & Co. KG, London 
                              Branch; 
 "Bookbuilding               means the bookbuilding process to be commenced 
  Process"                    by the Joint Bookrunners immediately following 
                              release of this Announcement to use reasonable 
                              endeavours to procure Placees for the Placing 
                              Shares, as described in this Announcement and 
                              subject to the terms and conditions set out in 
                              this Announcement and the Placing Agreement; 
 "Business Day"              means a day (other than a Saturday or a Sunday) 
                              that the banks are open for business in London, 
                              Jersey and New York; 
 "Capital Raise"             means the Placing, the Retail Offer and the Management 
                              Subscription; 
 "Closing Date"              means the day on which the transactions effected 
                              in connection with the Placing will be settled; 
 "Company"                   means ANGLE plc; 
 "Conditions"                has the meaning given to in Appendix 1 to this 
                              Announcement; 
 "CREST"                     means the relevant system (as defined in the 
                              Uncertificated Securities Regulations 2001 (SI 
                              2001 No. 3755)) in respect of which Euroclear 
                              is the Operator (as defined in such Regulations) 
                              in accordance with which securities may be held 
                              and transferred in uncertificated form; 
 "EU Prospectus              means Regulation (EU) 2017/1129; 
  Regulation" 
 "Euroclear"                 means Euroclear UK & International Limited, a 
                              company incorporated under the laws of England 
                              and Wales; 
 "EUWA"                      means the European Union (Withdrawal) Act 2018; 
 "Exchange Information"      has the meaning given to it in Appendix 1 to 
                              this Announcement; 
 "FCA"                       means the UK Financial Conduct Authority; 
 "FDA"                       m eans the US Food and Drug Administration 
 "FSMA"                      means the Financial Services and Markets Act 
                              2000, as amended; 
 "Group"                     means the Company and its subsidiary undertakings; 
 "Jefferies"                 means Jefferies International Limited and Jefferies 
                              GmbH; 
 "JerseyCo"                  means Acute Limited; 
 "JerseyCo Subscriber        means the JerseyCo Ordinary Shares and the JerseyCo 
  Shares"                     Preference Shares, as defined in the Placing 
                              Agreement; 
 "JerseyCo Subscriber"       means Berenberg; 
 "Joint Bookrunners"         means Berenberg, Jefferies and Beech Hill, and 
                              each of them a "Joint Bookrunner"; 
 "Joint Global               means Jefferies and Berenberg; 
  Co-ordinators" 
 "LDTs"                      means laboratory developed tests; 
 "London Stock               means London Stock Exchange plc; 
  Exchange" 
 "Material Adverse           has the meaning given to such term in the Placing 
  Change"                     Agreement; 
 "Management Subscription"   means the subscription for Ordinary Shares by 
                              certain directors of the Company; 
 "Management Subscription    means the subscription letters entered into by 
  Letter"                     certain directors of the Company today relating 
                              to the Management Subscription; 
 "Management Subscription    means the Ordinary Shares subscribed for pursuant 
  Shares"                     to the Management Subscription; 
 "MBC"                       means metastatic breast cancer; 
 "Offer Shares"              means the Placing Shares, the Retail Offer Shares 
                              and the Management Subscription Shares; 
 "Option Agreement"          means the put and call option agreement entered 
                              between the Company, the JerseyCo Subscriber 
                              and JerseyCo on the date of the Placing Agreement; 
 "Order"                     means the Financial Services and Markets Act 
                              2000 (Financial Promotion) Order 2005; 
 "Ordinary Share"            means an ordinary share of 10 pence each in the 
                              capital of the Company; 
 "Placee"                    means any person (including individuals, funds 
                              or otherwise) by whom or on whose behalf a commitment 
                              to acquire Placing Shares has been given; 
 "Placing"                   means the placing to take place by way of the 
                              Bookbuilding Process for which the Joint Bookrunners 
                              have been appointed on a several basis; 
 "Placing Agreement"         has the meaning given to it in Appendix 1 to 
                              this Announcement; 
 "Placing Price"             means the price per Placing Share, if any, as 
                              may be agreed between the Joint Global Co-ordinators 
                              and the Company, and as may be specified in the 
                              executed Terms of Placing; 
 "Placing Shares"            means the Ordinary Shares to be acquired by the 
                              Placees under the Placing; 
 "Pricing Announcement"      means the announcement to be published by the 
                              Company confirming the results of the Placing 
                              and the Placing Price on a Regulatory Information 
                              Service immediately following the execution of 
                              the Terms of Placing; 
 "PRA"                       means the UK Prudential Regulation Authority; 
 "QIB"                       means a "qualified institutional buyer" as defined 
                              in Rule 144A of the Securities Act; 
 "Qualified Investors"       mean persons who are qualified investors within 
                              the meaning of Article 2(e) of the EU Prospectus 
                              Regulation; 
 "Regulation S"              means Regulation S promulgated under the Securities 
                              Act; 
 "Regulatory Information     means any of the services set out in the AIM 
  Service"                    Rules; 
 "Relevant Persons"          means (i) Qualified Investors; (ii) UK Qualified 
                              Investors; or (iii) persons to whom this Announcement 
                              may otherwise be lawfully communicated; 
 "Representative"            has the meaning given to it in Appendix 1 to 
                              this Announcement; 
 "Restricted Territory"      means the United States, Australia, Canada, Japan, 
                              South Africa or any jurisdiction in which the 
                              release, publication or distribution of this 
                              Announcement is unlawful; 
 "Retail Offer"              means the offer of Ordinary Shares being made 
                              by the Company on the PrimaryBid platform; 
 "Retail Offer               means the engagement letter and conditional subscription 
  Documents"                  letter entered into by the Company and PrimaryBid 
                              Limited relating to the Retail Offer; 
 "Retail Offer               means the Ordinary Shares subscribed for pursuant 
  Shares"                     to the Retail Offer; 
 "Rule 144A"                 means Rule 144A under the Securities Act; 
 "Securities Act"            means the US Securities Act of 1933, as amended; 
 "Settlement Bank"           means Berenberg; 
 "Specified Event"           has the meaning given to such term in the Placing 
                              Agreement; 
 "Subscription               means the subscription and transfer agreement 
  and Transfer Agreement"     entered into between the Company, the JerseyCo 
                              Subscriber and JerseyCo on the date of the Placing 
                              Agreement; 
 "subsidiary" or             each have the meaning given to that term in the 
  "subsidiary undertaking"    Companies Act 2006; 
 "Terms of Placing"          means the terms of placing to be executed by 
                              the Company and the Joint Bookrunners at the 
                              time of pricing of the Placing substantially 
                              in the form set out in the Placing Agreement; 
 "UK Market Abuse            means Regulation (EU) 596/2014 as it forms part 
  Regulation"                 of UK domestic law by virtue of the EUWA; 
 "UK MiFID II"               means EU Directive 2014/65/EU as it forms part 
                              of UK domestic law by virtue of the EUWA; 
 "UK Prospectus              means the EU Prospectus Regulation as it forms 
  Regulation"                 part of UK domestic law by virtue of the EUWA; 
 "UK Qualified               mean persons who are qualified investors within 
  Investors"                  the meaning of Article 2(e) of the UK Prospectus 
                              Regulation who are (i) persons who fall within 
                              the definition of "investment professional" in 
                              Article 19(5) of the Order; or (ii) persons who 
                              fall within Article 49(2)(a) to (d) ("High net 
                              worth companies, unincorporated associations, 
                              etc.") of the Order; 
 "uncertificated"            means in respect of a share or other security, 
  or "in uncertificated       where that share or other security is recorded 
  form"                       on the relevant register of the share or security 
                              concerned as being held in uncertificated form 
                              in CREST and title to which may be transferred 
                              by means of CREST; 
 "United Kingdom"            means the United Kingdom of Great Britain and 
  or "UK"                     Northern Ireland; 
 "United States"             means the United States of America, its territories 
  or "US"                     and possessions, any State of the United States 
                              of America, the District of Columbia and all 
                              other areas subject to its jurisdiction and any 
                              political sub-division thereof; and 
 "US Investor Letter"        means an investor representation letter in the 
                              form provided by the Joint Bookrunners. 
 

Unless otherwise indicated in this Announcement, all references to "GBP", or "pence" are to the lawful currency of the United Kingdom. All references to "US $" are to the lawful currency of the United States of America.

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END

IOESFUFMLEESESW

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July 14, 2022 12:23 ET (16:23 GMT)

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