TIDMDNL

RNS Number : 0970W

Diurnal Group PLC

21 April 2021

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OF SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

21 April 2021

Diurnal Group plc

("Diurnal" the "Company" or the "Group")

Proposed Placing, Subscription and Open Offer

Diurnal Group plc (AIM: DNL), the specialty pharmaceutical company targeting patient needs in chronic endocrine (hormonal) diseases, today announces a proposed conditional Placing of Placing Shares with institutional investors and a Subscription of Subscription Shares by certain Directors to raise up to approximately GBP 20.0 million in aggregate before expenses at the Issue Price of 70 pence per New Ordinary Share and an Open Offer to raise up to a further GBP2.0 million. Funds raised will be used primarily to progress the Group's pivotal Phase 3 studies of Efmody(R) (development name Chronocort(R)) as a treatment for congenital adrenal hyperplasia (CAH) in the US through to registration.

Highlights

-- The Placing to raise up to approximately GBP 20.0 million will be conducted by way of an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II.

-- Subject to successful closing of the Bookbuild, the Company is also making an Open Offer, for up to 2,852,317 Open Offer Shares, to raise up to approximately GBP2.0 million at the Issue Price, on the basis of 2 Open Offer Shares for every 97 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date. Any entitlements to Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

-- The net proceeds of the Capital Raising will be used to progress the development and commercialisation of Diurnal's products, including, inter alia:

o Progress pivotal Phase 3 studies of Efmody(R) in the US through to registration in CAH (including a long-term follow-on study); and

o Continue to support evolution of the Group's earlier stage pipeline.

-- Taking into account the expected net proceeds of the Placing and Subscription, the Group's existing and expected cash resources and marketing approval for Alkindi(R) in both Europe and the US and the positive opinion recently received from the European Medicines Agency (EMA) for the approval of Efmody(R), and assuming Efmody(R) is ultimately commercialised by a third party in the US, the Board believes that Diurnal is funded to profitability for the Group's late-stage cortisol replacement franchise.

-- The Issue Price represents a discount of approximately 1.4 per cent. to the mid-market closing price of the Company's Ordinary Shares on 20 April 2021, being the last practicable date prior to the date of this announcement.

The Board believes that the most expeditious route to commercialisation of Efmody(R) in the US is to carry out the pivotal US Phase 3 study in CAH itself. The Board believes this will increase the future value of the programme, as well as broadening the pool of potential commercialisation partners. The Group has had positive meetings with the US Food and Drug Administration (FDA) and expects to receive formal agreement of the Special Protocol Assessment (SPA) for the US Phase 3 study during Q2 2021.

As at 31 March 2021, the existing cash and cash equivalents (unaudited) held by the Group were GBP18.0 million. In addition to these cash resources, the Company currently holds 379,474 freely transferable shares in Eton Pharmaceuticals Inc ("Eton") that were received as part of the upfront consideration for the exclusive licence agreement of Alkindi(R) Sprinkle in the US. Diurnal and Eton are also awaiting confirmation of Orphan Drug Status of Alkindi(R) Sprinkle from the FDA, which will trigger a $2.5 million milestone payment to Diurnal.

The New Ordinary Shares are not being made available to the public. It is envisaged that the Bookbuild will be closed no later than 4.30 p.m. GMT today, 21 April 2021. Details of the number of New Ordinary Shares and the gross proceeds of the Placing and Subscription will be announced as soon as practicable after the closing of the Bookbuild. The Capital Raising will not be underwritten.

The Placing, Subscription and Open Offer are conditional upon, amongst other things, the passing of the Resolutions to be considered by Shareholders at the General Meeting to be held at 10.00 a.m. on 10 May 2021 at the Company's London offices at 16 Upper Woburn Place, London, WC1H 0BS, United Kingdom. The Placing and Subscription are not conditional on the Open Offer.

Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the Bookbuild and which provides further information on the Group, the Placing, the Subscription and Open Offer. The final Circular, containing the terms and conditions of the Open Offer and Notice of General Meeting will be sent to Shareholders and published on the Company's website on or around 22 April 2021.

The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix III and Appendix IV and the expected timetable of the principal events is set out in Appendix V.

Martin Whitaker, PhD, Chief Executive Officer of Diurnal, commented:

"Having received a positive opinion for approval for Efmody(R) from the EMA in March 2021 and, with our European launch expected in Q3 2021, we are pleased to announce that this fundraise will enable us to progress Efmody(R) in the US, another key market for Diurnal. We have made excellent progress with our development plans for a pivotal Phase 3 clinical trial in the US for Efmody(R) and, with the proposed new funds, we expect to initiate the study during H2 2021. In addition, successful completion of the fundraise will allow us to continue to support the development of our earlier stage pipeline, and is expected to ensure our late-stage cortisol replacement franchise is funded through to profitability."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR) as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018.

This summary should be read in conjunction with the full text of the following announcement.

 
 For further information, please visit www.diurnal.co.uk or contact: 
 
 Diurnal Group plc                                 +44 (0)20 3727 1000 
 Martin Whitaker, Chief Executive Officer 
 Richard Bungay, Chief Financial Officer 
 
 Panmure Gordon (UK) Limited (Nominated Adviser 
  and Sole Broker)                                 +44 (0) 20 7886 2500 
 Corporate Finance: Freddy Crossley, Emma Earl 
 Corporate Broking: Rupert Dearden 
 
 FTI Consulting (Investor Relations)               +44 (0)20 3727 1000 
 Simon Conway 
 Victoria Foster Mitchell 
 

Notes to Editors

About Diurnal Group plc

Diurnal Group plc is a European, UK-headquartered, specialty pharmaceutical company dedicated to developing hormone therapeutics to aid lifelong treatment for rare and chronic endocrine conditions, including congenital adrenal hyperplasia, adrenal insufficiency, hypogonadism and hypothyroidism. Its expertise and innovative research activities focus on circadian-based endocrinology to yield novel product candidates in the rare and chronic endocrine disease arena

For further information about Diurnal, please visit www.diurnal.co.uk

   Date of Preparation: 21 April 2021                  Code: CORP-GB-0117 

IMPORTANT NOTICES

IMPORTANT NOTICE

No action has been taken by the Company, Panmure Gordon, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company in relation to the Placing, Subscription and Admission and is not acting for any other persons in relation to the Placing, Subscription and Admission. Panmure Gordon is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Panmure Gordon as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

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 Panmure Gordon or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "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 interested party or its advisers, and any liability therefor is expressly disclaimed.

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 New Ordinary Shares. Any investment decision to buy New Ordinary Shares in the Capital Raising must be made solely on the basis of publicly available information, which has not been independently verified by Panmure Gordon, and the Circular.

The price of Ordinary Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

This announcement may contain "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Group, Panmure Gordon, or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Group may have under applicable law. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.

APPIX I

THE CAPITAL RAISING

Introduction

The Company proposes to raise up to approximately GBP 20.0 million (before expenses) through a conditional Placing of Placing Shares and a conditional Subscription of Subscription Shares at 70 pence each. The Issue Price is a discount of 1.4 per cent. to the closing middle market price of 71 pence per Existing Ordinary Share on 20 April 2021 (being the last practicable date before publication of the Announcement).

In addition, in order to provide Shareholders who have not taken part in the Placing and Subscription with an opportunity to participate in the proposed fundraise, the Company is providing all Qualifying Shareholders with the opportunity to subscribe, at the Issue Price, for an aggregate of up to 2,852,317 Open Offer Shares, to raise up to approximately GBP2.0 million, on the basis of 2 Open Offer Shares for every 97 Existing Ordinary Shares, at 70 pence each payable in full on acceptance. Any entitlements to Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

The Placing, Subscription and Open Offer are conditional on, amongst other things, the passing of the Resolutions by Shareholders at the General Meeting, notice of which is set out at the end of the Circular. If the Resolutions are passed, the New Ordinary Shares will be allotted and issued after the General Meeting. Admission is expected to occur no later than 8.00 a.m. on 10 May 2021 (or such later time and/or date as Panmure Gordon and the Company may agree, being no later than 8.00 a.m. on 24 May 2021). Neither the Placing, the Subscription, nor the Open Offer is underwritten.

Description of Group

Diurnal is a European specialty pharmaceutical group, headquartered in the UK, targeting patient needs in chronic endocrine (hormonal) diseases. The Group aims to develop and commercialise products to solve patient needs in endocrine diseases, primarily those that result from a deficiency of cortisol and testosterone, typically where there is either no licensed medicine or where the Directors believe that current treatment does not sufficiently address patients' needs.

Cortisol is an essential hormone produced by the adrenal gland. Absence of cortisol can result in fatigue, depression and death through adrenal crisis. The production of cortisol in the human body follows a daily cycle (circadian rhythm), whereby production increases from a minimum level during sleep, peaks upon waking and gradually declines during the day. In adrenal disease, this moderates the impact that excess androgens have on the body throughout the day. If left unregulated for even short periods during the day, excess androgens can affect patients' growth and sexual development, resulting in symptoms such as short stature, infertility, obesity and increased mortality.

The Directors believe the Group is on track to become a world-leading endocrinology speciality pharma group focused on a c. $9.6 billion[1] market opportunity and initially targeting a c. $3.1 billion(1) market in cortisol deficiency. The Group is building a life-long Adrenal Franchise through the Group's two flagship products, Alkindi(R) (hydrocortisone granules in capsules for opening) in Europe) / Alkindi(R) Sprinkle (hydrocortisone oral granules) in the US and Efmody(R) (modified-release hydrocortisone hard capsules, development name Chronocort(R)), to provide cortisol replacement therapy for patients from birth to old age by targeting two indications. The Group are initially targeting CAH, where patients are born without an enzyme that is essential for cortisol production, and subsequently, adrenal insufficiency (AI), where patients lose the ability to produce cortisol leading to insufficient cortisol production.

The Group is also seeking to maximise the value of its products in the rest of the world, in particular, to address significant opportunities for the treatment of CAH and AI in the major US (c. $1.0 billion(1) ) market, as well as other important markets around the world. The Group has also strengthened its pipeline with the successful completion of the first clinical study with DITEST(TM), its native oral testosterone replacement product, which has a potential market of c. $5.1 billion(1) .

Product portfolio highlights

-- First product, Alkindi(R) (hydrocortisone granules in capsules for opening), launched and generating revenues in Europe (FY end 30 June 2020 GBP2.4m); approved and launched in US (as Alkindi Sprinkle(R)); approved in Israel and Australia;

-- Second product, Efmody(R) (modified-release hydrocortisone hard capsules), has received positive opinion for approval from the European Medicines Agency with anticipated commercial launch in Europe in Q3 2021. The net proceeds of the Capital Raising will be used primarily for a pivotal registration study of Efmody(R) in CAH in the US;

-- The Group has a direct sales force in key territories in Europe and is forging commercial partnerships globally;

-- Commercial exclusivity until 2034 through a combination of orphan drug designation (in the US and Great Britain, subject to regulatory confirmation), regulatory pathways and patents; Third product, DITEST(TM), is in clinical development targeting the c. $5.1bn male hypogonadism market with abbreviated ("505(b)(2)") route to US approval agreed; and

-- Earlier product pipeline maturing with the potential to expand product offering through in-licensing opportunities.

Alkindi (R)

Alkindi(R) is the first product specifically designed for young children suffering from paediatric AI and the related condition CAH. Alkindi(R) is licensed in Europe and has been proven to be effective and easy to administer. Diurnal's Alkindi(R) commercialisation efforts are focused in the larger European markets, and initially on patients aged 0-6 years where the unmet need is highest.

The commercial roll-out of Alkindi(R) has continued into 2021. In Europe, Alkindi(R) has now been launched by Diurnal directly in the UK, Germany, Italy and Austria, and by its partner FrostPharma in Sweden, Denmark, Norway and Iceland. Diurnal believes that the health economic arguments underpinning Alkindi(R) are robust and support pricing submissions in the remaining key European markets. Whilst there has been significant disruption to commercialisation efforts in 2020 and early 2021 due to the inability to access hospitals as a result of Covid-19 pandemic lockdown measures, Alkindi(R) sales have progressed significantly and the Group expects strong future revenue growth for Alkindi(R) as the impact of Covid-19 lessens. Despite these restrictions, Alkindi(R) revenues grew by over 20% in the UK and Germany in the six months ended 31 December 2020. In September 2020, Diurnal announced distribution deals with Consilient Healthcare for the marketing of Alkindi(R) (and Efmody(R)) in the Benelux (Belgium, the Netherlands and Luxembourg) countries and with EffRx Pharmaceuticals for Alkindi(R) in Switzerland. The Directors believe that these deals will provide a highly effective means of maximising market access by via established commercial organisations.

Outside of Europe, in the US, where the product is called Alkindi(R) Sprinkle, approval from the US Food and Drug Administration (FDA) was received at the end of September 2020 as replacement therapy in paediatric patients with adrenocortical insufficiency . Diurnal entered into a significant licensing agreement for Alkindi Sprinkle with Eton in March 2020 and, in November 2020, less than two months after FDA approval, Eton, announced the commercial launch of the product. Eton is a NASDAQ-listed specialty pharmaceutical company focused on developing, acquiring and commercialising innovative products. Eton is primarily focused on hospital and paediatric products, including those in endocrinology. Eton is responsible for all commercialisation activities, including pricing and reimbursement. Eton is initially utilising product from Diurnal's European supply chain, with an option to establish its own supply chain in the US in the future. Eton estimates the market opportunity for Alkindi (R) Sprinkle in the US could be in excess of $100m per annum. Under the terms of the licensing agreement with Eton, Diurnal received a non-refundable upfront payment of $5.0m, of which $3.5m was in cash and $1.5m was in new Eton shares. Diurnal and Eton are awaiting confirmation of Orphan Drug Status of Alkindi(R) Sprinkle from the FDA, which will trigger a $2.5m milestone payment to Diurnal. In January 2021, the licence with Eton was extended to cover Canada.

In addition to the jurisdictions above, Diurnal's partner, Emerge Health (now Chiesi Australia Pty Ltd, part of Chiesi Farmaceutici S.p.A.), had received approval for Alkindi(R) in Australia, with no age restriction, and its partner in Israel, Medison Pharma, had received approval for Alkindi(R) in children under 18 years of age during 2020. Launches in these territories are expected following completion of pricing and reimbursement activities. In February 2021, the Group also signed a distribution license with Er-Kim to supply Alkindi(R) (and in due course Efmody(R)) on a named patient basis in Turkey, and a licensing deal with Citrine Medicine in China for Alkindi(R).

Diurnal continues to assess the opportunity for Alkindi(R) in Japan and during H2 2020, the Group formulated a development and regulatory strategy for this market. Consistent with this strategy, a submission for regulatory protection was submitted to the Japanese Ministry of Health, Labour and Welfare (MHLW) in 2021.

Efmody (R), (development name, Chronocort(R))

Diurnal's second product candidate, Efmody(R), provides a drug release profile that the Group believes mimics the body's natural cortisol circadian rhythm, which current therapies are unable to replicate, and is designed to improve disease treatment for adults with CAH, as measured by androgen (male sex hormone) control.

In December 2019, Diurnal submitted a marketing authorisation application (MAA) to the European Medicines Agency (EMA) for Efmody(R) as a treatment for adult and adolescent patients with CAH. The MAA submission was based on detailed analysis of data from the Group's Phase 3 study conducted in a total of 122 patients enrolled across 11 clinical sites, the largest ever interventional clinical trial completed in CAH, and an open-label safety extension study for patients completing treatment in the Phase 3 study. This extension study is assessing the impact of treatment with Efmody(R) over an extended period, regardless of whether the patients were initially treated with Efmody(R) or standard of care. A significant proportion of patients eligible to enter the follow-on study did so, and patient retention rates in this study have been high, with a number of patients on this trial having been treated for over 42 months at the latest data cut in April 2020. Patients on this trial have, to date, shown sustained benefit from extended Efmody(R) treatment.

On 25 March 2021, the Committee for Medicinal Products for Human Use (CHMP), an advisory committee of the European Medicine Agency (EMA), issued a positive opinion to the European Commission recommending Efmody(R) as treatment of adult and adolescent patients (12 years and older) with CAH. The formal approval of the marketing authorisation from the European Commission is anticipated in June 2021, in accordance with the 67-day timeline following the adoption of the positive opinion by the CHMP. On 15 April 2021, the Company announced that, following feedback from the European Committee for Orphan Medicinal Products (COMP) it was withdrawing its application for maintenance of Orphan Drug Designation in Europe for Efmody(R). Diurnal decided that continuing pursuit of an Orphan Drug Designation for the drug in Europe would be likely to cause a significant delay in its European commercial launch. The Directors believe that Orphan Drug Designation for Efmody(R) in Europe is not critical to the commercial potential of the product in this market.

Reflecting the UK Medicines and Healthcare products Regulatory Agency's (MHRA) guidance following the end of the Brexit Transition Period, an 'in flight' MAA has been submitted to the MHRA seeking approval for Efmody(R) in Great Britain based on the same application submitted to the EMA. Approval from the MHRA is also expected during Q2 2021. In parallel with the MHRA submission, Diurnal will seek confirmation of British Orphan Drug Status for Efmody(R) in CAH, which requires the Group to demonstrate significant clinical benefit for the product compared to existing therapies.

To facilitate timely commercial availability, Diurnal has already commenced market access activities in its target European territories, with the first commercial launch anticipated in Q3 2021. The Group intends to mirror its strategy for Alkindi(R) by commercialising Efmody(R) itself in core European markets. The Group is manufacturing launch stocks for Efmody(R) during the first half of 2021, utilising many aspects of the supply chain that has already been established for Alkindi(R).

Outside of its core European markets, Diurnal intends to make Efmody(R) available commercially through distribution or licensing deals with local partners who can quickly gain market access. Diurnal has already expanded its global reach through such agreements, entering into distribution deals with Consilient Health for the Nordic and the Benelux countries and with Er-Kim to supply Efmody(R)on a named patient basis in Turkey. The Group has existing Efmody(R) distribution agreements with Chiesi in Australia and Medison Pharma in Israel.

Outside of Europe, Diurnal continues to progress plans for development of Efmody(R) in major markets. In the US, the FDA has previously indicated that the registration package for CAH requires an additional study to the European Phase 3 CAH study. Diurnal is seeking formal agreement of the US Phase 3 protocol (DIUR-014) with the FDA through an SPA. Following a positive Type A meeting with the FDA in January 2021 and further written feedback from the FDA in late March 2021 (which contained minor changes to the wording of primary endpoint, an additional measurement of glucocorticoid dose at 52 weeks and an updated statistical analysis plan reflecting these suggestions), as part of the SPA process, the Group believes that subject to receipt of formal confirmation of the SPA , expected during Q2 2021, the US Phase 3 protocol has now been finalised. The Phase 3 registration study for Efmody(R) in the US will recruit c. 150 patients with CAH randomised to either receive Efmody(R) twice daily or twice daily standard hydrocortisone treatment. The study is expected to commence in H2 2021. The study will be a double-blind comparison of Efmody(R) versus standard hydrocortisone replacement therapy in participants aged 16 years and over with congenital adrenal hyperplasia. The primary endpoint is biochemical responder non-inferiority of Efmody(R) versus twice daily immediate release hydrocortisone after 52 weeks

randomised treatment. Secondary endpoints include responder analysis to glucocorticoid dose, female and male indicators of fertility, body weight, waist circumference and quality of life measures. Successful completion of the pivotal study entitles patients to enter the safety extension study (DIUR-015), in which all patients will be provided Efmody(R). Up to 50 study centres are anticipated to be included in the trials. A feasibility study is currently underway in parallel with the SPA process. It is currently estimated that registration of Efmody(R) in the US could be achieved in 2025.

Diurnal is also planning a Phase 2 study (DIUR-010) in the US to assess the utility of Efmody(R) in AI, which represents a sizeable commercial opportunity in the US of c. $1bn, with a highly favourable competitive landscape. Diurnal has developed a protocol for this study, which it intends to commence in late 2022 to run alongside the Phase 3 registration study in CAH. This trial is currently anticipated to be funded from Diurnal's internal cash resources.

DITEST (TM)

In November 2019, Diurnal announced positive headline results from its Phase 1 proof-of-concept clinical study with DITEST(TM), its native oral testosterone therapy for the treatment of male hypogonadism. The estimated $5.1bn market in the US and Europe for testosterone-based products for the treatment of hypogonadism is dominated by topically available products, which have compliance and safety issues, while key issues with the use of alternative, oral modified testosterone products (testosterone undecanoate) have been the variability in absorption and the requirement for a high-fat meal to achieve therapeutic testosterone levels. This Phase 1 study, which confirmed the positive findings in the Group's successful in vivo pre-clinical studies, evaluated the pharmacokinetics, safety and tolerability of DITEST(TM) in the target patient group of 24 adult men with primary or secondary hypogonadism. The primary endpoint of the trial compared the rate and extent of absorption of testosterone from a single dose of DITEST(TM) with a single dose of testosterone undecanoate in the fed state in hypogonadal men. DITEST(TM) was shown to achieve testosterone levels within the healthy young male adult normal range after oral administration, with levels that were less variable than testosterone undecanoate. Secondary endpoints demonstrated that there was no impact on the rate and extent of absorption of testosterone from DITEST(TM) whether taken with either food or in the fasted state, representing a major difference with testosterone undecanoate. The safety and tolerability of two different doses of DITEST(TM) were also assessed in the study: there were no serious adverse events in the DITEST(TM) arm of the study, and levels of the potent testosterone derived androgen, dihydrotestosterone (DHT), were lower than with testosterone undecanoate.

Following these positive results, the Group consulted with the FDA, which confirmed that DITEST(TM) can progress to an NDA via the abbreviated 505(b)(2) route, which relies, in part, on published literature and other non-Group studies to support a marketing application and can significantly accelerate the time to approval, compared to FDA-designated new chemical entities. The Group expects to submit the DITEST(TM) investigational new drug application (IND) in the US around the middle of 2021 and start the DITEST(TM) multiple ascending dose study in Q3 of 2021. This dose escalation study is fully funded. Assuming this study is successful, the FDA indicated that a single Phase 3 study should be sufficient to obtain approval for DITEST(TM) in the US. The Phase 3 study will be subject to additional financing being available to the Group, through additional equity investment, non-dilutive financing and/or partnering arrangements.

Other pipeline

Diurnal's other early-stage pipeline products include a modified-release T3 replacement therapy for patients with hypothyroidism who do not respond to the current standard of care (a potential market of $0.7bn in the US and Europe), and its novel siRNA therapy for Cushing's disease (a market opportunity of close to $0.5bn), a condition characterised by an excess of cortisol. Formulation feasibility and clinical batch manufacture work is underway. Subject to successful formulation development, the Group anticipates starting a modified-release T3 human volunteer study within 12 months. In addition, Diurnal regularly assesses third party products for endocrine disorders that fit with in its strategic vision. Additional pipeline development will be subject to further financing being available to the Group, though additional equity investment, non-dilutive financing and/or partnering arrangements.

Proposed use of proceeds

The net proceeds of the Capital Raising will be used by the Group primarily in relation to progressing the Group's pivotal Phase 3 studies of Efmody(R) as a treatment for CAH in the US to registration. In particular it is the Board's expectation that the net proceeds from the Capital Raising, in addition to existing cash resources, will be used to fund:

-- the progressions of pivotal Phase 3 studies of Efmody(R) in the US through to registration in CAH (including a long-term follow-on study); and

   --      the continued support of the evolution of the Group's earlier stage pipeline. 

Taking into account the expected net proceeds of the Placing and Subscription, the Group's existing and expected cash resources and marketing approval for Alkindi(R) in both Europe and the US and the positive opinion recently received from the European Medicines Agency for the approval of Efmody(R), and assuming Efmody(R) is ultimately commercialised by a third party in the US, the Board believes that Diurnal is funded to profitability for the Group's late-stage cortisol replacement franchise.

As at 31 March 2021, the existing cash and cash equivalents (unaudited) held by the Group were GBP18.0 million. In addition to these cash resources, the Company currently holds 379,474 freely transferable shares in Eton that were received as part of the upfront consideration for the exclusive licence agreement of Alkindi(R) Sprinkle in the US. Diurnal and Eton are also awaiting confirmation of Orphan Drug Status of Alkindi(R) Sprinkle from the FDA, which will trigger a $2.5 million milestone payment to Diurnal.

Details of the Placing and Subscription

The Company intends to raise up to approximately GBP 20.0 million before expenses which will be conducted by way of a conditional Placing and Subscription at the Issue Price, which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II.

The Placing and Subscription are conditional, inter alia, upon:

-- the Placing and Open Offer Agreement becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission;

   --      the passing of the Resolutions at the General Meeting (or any adjournment thereof); and 

-- Admission becoming effective by no later than 8.00 a.m. on 11 May 2021 (or such later time and/or date (being no later than 8.00 a.m. on the 25 May 2021) as Panmure Gordon and the Company may agree).

If any of the conditions above are not satisfied, the Placing Shares and the Subscription Shares will not be issued. The Placing and Subscription are not conditional on the Open Offer. The Placing and Subscription are not subject to clawback in favour of Shareholders pursuant to the Open Offer. The Placing and Subscription are not underwritten.

The Placing Shares and Subscription Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Application will be made to the London Stock Exchange for the admission of the Placing Shares and Subscription Shares to trading on AIM. Subject to Shareholder approval of the Resolutions at the General Meeting, it is expected that Admission will occur, and that dealings in the Placing Shares subscribed for pursuant to the Placing and the Subscription Shares subscribed for pursuant to the Subscription will commence, at 8.00 a.m. on 11 May 2021, at which time it is also expected that the Placing Shares subscribed for pursuant to the Placing and the Subscription Shares subscribed for pursuant to the Subscription will be enabled for settlement in CREST.

Details of the Open Offer

Subject to the successful closing of the Bookbuild, the Company is further proposing to raise up to approximately GBP2.0 million before expenses by the issue of up to 2,852,317 Open Offer Shares under the Open Offer at the Issue Price, payable in full on acceptance. Any entitlements to Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility. The balance of any Open Offer Shares not subscribed for under the Excess Application Facility will not be available to the Placees under the Placing.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which Qualifying Shareholders do not apply for will not be sold in the market for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price pro rata to their holdings of Existing Ordinary Shares on the Record Date on the basis of:

   2   Open Offer Shares for every 97 Existing Ordinary Shares 

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in a Restricted Jurisdiction will not qualify to participate in the Open Offer. The attention of Overseas Shareholders is drawn to paragraph 7 of Part 3 of the Circular.

Subject to availability, the Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares up to the maximum number of Open Offer Shares available less their Open Offer Entitlement, subject to availability. Further details of the Open Offer and the Excess Application Facility are given in Part 3 of the Circular.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. Applicants can apply for less or more than their entitlements under the Open Offer, but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied, as this will depend, in part, on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares in whole or in part but reserves the right not to satisfy any application above any Open Offer Entitlement. The Board may scale back applications made in excess of Open Offer Entitlements on such basis as it reasonably considers to be appropriate.

Application has been made for the Open Offer Entitlements and Excess CREST Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements and Excess CREST Open Offer Entitlements will be credited to CREST on 23 April 2021. The Open Offer Entitlements and Excess CREST Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 7 May 2021. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 7 May 2021.

The Open Offer Shares must be paid for in full on application. Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part 3 of the Circular and, where relevant, on the accompanying Application Form.

The Open Offer is conditional on the Placing and Subscription becoming or being declared unconditional in all respects and not being terminated before Admission. The other principal conditions to the Open Offer are:

   a.     the passing of all of the Resolutions at the General Meeting; 

b. the Placing and Open Offer Agreement having become or being declared unconditional and not having been terminated before Admission; and

c. Admission becoming effective by no later than 8.00 a.m. on 11 May 2021 (or such later time and/or date (being not later than 8.00 a.m. on 25 May 2021) as the Company, Panmure Gordon may agree).

Accordingly, if those conditions are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Open Offer Shares will not be issued and all monies received by Link Group in respect of the Open Offer will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter and any Open Offer Entitlements and Excess CREST Open Offer Entitlements in relation to Open Offer Shares admitted to CREST will thereafter be disabled. In this circumstance, the Company will not receive the relevant net proceeds in respect of the issue of the Open Offer Shares and monies paid by Qualifying Shareholders in respect of subscriptions for Open Offer Shares will be returned.

The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares and the Placing Shares and Subscription Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

The Placing and Open Offer Agreement

Pursuant to the Placing and Open Offer Agreement, Panmure Gordon has agreed to use its reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares at the Issue Price.

Panmure Gordon's obligations under the Placing and Open Offer Agreement are conditional on, amongst other things:

-- Admission occurring at or before 8.00 a.m. on 11 May 2021 (or such later time and/or date (being not later than 8.00 a.m. on 25 May 2021) as the Company and Panmure Gordon may agree);

-- the compliance by the Company with all of its obligations under the Placing and Open Offer Agreement to the extent they are required to be performed on or prior to Admission;

-- the Resolutions being approved by the required majorities of Shareholders attending and voting (in person or by proxy) at the General Meeting at which they are proposed; and

-- the obligations of Panmure Gordon not having been terminated, so far as the same fall to be performed prior to Admission.

The Placing and Subscription are not conditional on the Open Offer.

If: (i) any condition contained in the Placing and Open Offer Agreement in relation to the Placing Shares is not fulfilled or waived (to the extent capable of being waived) by Panmure Gordon, by the respective time or date where specified; (ii) any such condition becomes incapable of being fulfilled; or (iii) the Placing and Open Offer Agreement is terminated in accordance with its terms, the Placing and Subscription will not proceed and the Placees' or subscribers' rights and obligations thereunder in relation to the Placing Shares and Subscription Shares shall cease and terminate at such time and each Placee or subscriber agrees that no claim can be made by the Placee in respect thereof. The Placing and Open Offer Agreement provides, amongst other things, for payment by the Company to Panmure Gordon of certain commissions and fees in connection with its appointment.

The Company will bear all other expenses of and incidental to the Capital Raising, including the fees of the London Stock Exchange, printing costs, registrar's fees, all properly incurred legal and accounting fees of the Company, Panmure Gordon and any other taxes and duties payable.

The Placing and Open Offer Agreement contains customary warranties and indemnities from the Company in favour of Panmure Gordon.

Panmure Gordon may (after consultation with the Company) terminate the Placing and Open Offer Agreement prior to Admission in certain circumstances, if, amongst other things, the Company is in material breach of any of its obligations under the Placing and Open Offer Agreement (including the warranties contained in the Placing and Open Offer Agreement), if there is a material adverse change in the condition, earnings, business, operations or solvency of the Group or if there is a material adverse change in the financial, political, economic or stock market conditions, which in Panmure Gordon's reasonable opinion (acting in good faith) makes it impractical or inadvisable to proceed with the Capital Raising.

Directors' Participation

Certain Directors in the Company intend to subscribe for New Ordinary Shares in connection with the Capital Raising. The number of Subscription Shares the Directors intend to subscribe for pursuant to the Capital Raising, are set out below:

 
 Shareholder        Number of Subscription 
                     Shares intended 
                     to be subscribed 
                     for 
 Sam Williams(*)    28,571 
 Richard Bungay     7,143 
 John Goddard       28,571 
 

*Director nominated by IP Group plc

In addition to the above, Martin Whitaker intends to subscribe for 10,000 New Ordinary Shares pursuant to the Open Offer.

General Meeting

The Directors do not currently have authority to allot all the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting.

Recommendation

The Directors believe that the Placing, Subscription and the Open Offer and the passing of the Resolutions are in the best interests of the Company and the Shareholders, taken as a whole. The Directors unanimously recommend the Shareholders to vote in favour of the Resolutions as they intend to do in respect of their own holdings of Ordinary Shares, amounting in aggregate to 3,274,225 Existing Ordinary Shares (representing approximately 2.37 per cent. of the Existing Ordinary Shares).

APPIX II

TERMS AND CONDITIONS OF THE PLACING

INTRODUCTION

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN ECONOMIC AREA ("EEA") OR THE UK, OTHER THAN TO QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 ("EU PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE QUALIFIED INVESOTRS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"); OR (B) PERSONS IN THE UNIKTED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") WHO ALSO

(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL PROMOTION ORDER, OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (III) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.

Placees will be deemed to have read and understood this announcement and these terms and conditions in their entirety and to be making such offer on the terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants 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. 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 UK Prospectus Regulation, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA or the UK other than EU Qualified Investors under Article 2(e) the EU Prospectus Regulation, or UK Qualified Investors or in circumstances in which the prior consent of Panmure Gordon has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA or the UK other than EU Qualified Investors or UK Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and/or

3. (i) (1) it is not a U.S. Person, (2) it is not located in the United States, and (3) it is not acquiring the Placing Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. person in reliance on Regulation S.

The Company and Panmure Gordon will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Panmure Gordon does not make any representation to any Placee regarding an investment in the Placing Shares referred to in this announcement (including this Appendix).

This announcement (including this Appendix) does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Restricted Jurisdiction or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this announcement are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company under the Placing is being made in the United Kingdom, the United States or any Restricted Jurisdiction.

In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. The Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the Securities Act.

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; and the Placing 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 any of the Restricted Jurisdiction. Accordingly, the Placing 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 the Restricted Jurisdiction or any other jurisdiction outside the United Kingdom.

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

DETAILS OF THE PLACING

Panmure Gordon has entered into the Placing and Open Offer Agreement with the Company under which Panmure Gordon has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Issue Price.

The Placing and Open Offer Agreement contains customary warranties given by the Company to Panmure Gordon as to matters relating to the Company and its business and a customary indemnity given by the Company Panmure Gordon in respect of liabilities arising out of, or in connection with, the Placing.

Panmure Gordon (after consultation with the Company) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and Panmure Gordon also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offer in part rather than in whole. Panmure Gordon shall be entitled to effect the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither Panmure Gordon nor any holding company of Panmure Gordon nor any subsidiary branch or affiliate of Panmure Gordon (each an affiliate) nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Panmure Gordon, nor any affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Placing.

Each Placee's obligations will be owed to the Company and to Panmure Gordon. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Panmure Gordon, to pay to Panmure Gordon (or as Panmure Gordon may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares which such Placees has agreed to acquire.

Each Placee agrees to indemnify on demand and hold each of Panmure Gordon and the Company, and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note.

The Placing is also conditional upon the Placing and Open Offer Agreement becoming unconditional and the Placing and Open Offer Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".

A Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by Panmure Gordon at the Issue Price, conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on 11 May 2021 (or, such later time and/or date, not being later than 8.00 a.m. on 25 May 2021, as the Company and Panmure Gordon may agree); (ii) the Placing and Open Offer Agreement becoming otherwise unconditional in all relevant respects and not having been terminated in accordance with its terms on or before the date of Admission; and (iii) Panmure Gordon confirming to the Placees their allocation of Placing Shares.

To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

APPLICATION FOR ADMISSION TO TRADING

Application will be made to the London Stock Exchange for Admission. It is expected that settlement of the Placing Shares and Admission will become effective on or around 8.00 a.m. on 11 May 2021 and that dealings in the Placing Shares will commence at that time.

PAYMENT FOR SHARES

Each Placee has a separate, irrevocable and binding obligation to pay the Issue Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by Panmure Gordon. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at Panmure Gordons' discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

Panmure Gordon (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Issue Price for the Placing Shares.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Panmure Gordon. Panmure Gordon and its affiliates may participate in the Placing as principal.

By participating in the Placing, Placees will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix.

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The number of Placing Shares to be issued, and the extent of each Placee's participation in the Placing (which will not necessarily be the same for each Placee), will be agreed by Panmure Gordon, (following consultation with the Company) following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"). No element of the Placing will be underwritten. The aggregate number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with Panmure Gordon as agent of the Company. Each Placee's allocation will be confirmed to Placees orally or by email by Panmure Gordon, and a form of confirmation will be dispatched as soon as possible thereafter. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Panmure Gordon and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix and in accordance with the articles of incorporation of the Company.

Except as required by law or regulation, no press release or other announcement will be made by Panmure Gordon 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.

Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the basis explained below under the paragraph entitled "Registration and Settlement".

All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below and to the Placing not being terminated on the basis referred to below.

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

To the fullest extent permissible by law, none of the Company, Panmure Gordon or any of its respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise under these terms and conditions). In particular, none of the Company, Panmure Gordon or any of its respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Panmure Gordons's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the issue of the Placing Shares to the Placees and Panmure Gordon shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

CONDITIONS OF THE PLACING

The Placing is conditional upon the Placing and Open Offer Agreement becoming unconditional and not having been terminated in accordance with its terms.

Panmure Gordon's obligations under the Placing and Open Offer Agreement in respect of the Placing Shares are conditional on, inter alia:

1. the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing and Open Offer Agreement;

2. Admission taking place not later than 8.00 a.m. on 11 May 2021 (or such later date as may be agreed in writing between the Company and Panmure Gordon);

3. the Company having complied with its obligations under the Placing and Open Offer Agreement; and

4. the passing of the Resolutions to be proposed at the general meeting of the Company to be held on or around 10 May 2021, or any adjournment thereof.

If (a) any of the conditions contained in the Placing and Open Offer Agreement in relation to the Placing Shares are not fulfilled or waived by Panmure Gordon by the respective time or date where specified (or such later time or date as the Company and Panmure Gordon may agree not being later than 5.00 p.m. on the "Final Date"); or (b) the Placing and Open Offer Agreement is terminated as described below, the Placing in relation to the Placing Shares will lapse and the Placee's 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 the Placee in respect thereof.

Subject to certain exceptions, Panmure Gordon may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period (up to the Final Date) for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Open Offer Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

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

RIGHT TO TERMINATE UNDER THE PLACING AND OPEN OFFER AGREEMENT

Panmure Gordon is entitled, at any time before Admission, to terminate the Placing and Open Offer Agreement by giving notice to the Company in certain circumstances, including, inter alia:

1. the Company has failed to comply with any of its obligations under the Placing and Open Offer Agreement which is material in the context of the Placing and/or Admission; or

2. any of the warranties given by the Company to Panmure Gordon under the Placing and Open Offer Agreement not being true or accurate or being misleading when given or deemed given or repeated or deemed repeated (by reference to the facts and circumstances in each case then existing) in a respect which is material in the context of the Placing and/or Admission; or

3. if, amongst other things, there is a material adverse change in the condition, earnings, business, operations or prospects of the Group or if there is a material adverse change in the financial, political, economic or stock market conditions, which in the Panmure Gordon's reasonable opinion (acting in good faith) makes it impractical or inadvisable to proceed with the Placing

Following Admission, the Placing and Open Offer Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing and Open Offer Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Panmure Gordon of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of Panmure Gordon and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Panmure Gordon, the Company or any of their respective directors or employees under the Placing and Open Offer Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

NO PROSPECTUS

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

Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Panmure Gordon or any other person and neither Panmure Gordon nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

REGISTRATION AND SETTLEMENT

Settlement of transactions in the Placing Shares (ISIN: GB00BDB6Q760) following Admission will take place within CREST provided that, subject to certain exceptions, Panmure Gordon reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Panmure Gordon (as agent for the Company) and settlement instructions (including the trade date which will be 5 May 2021). Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Panmure Gordon. Each Placee will also be sent a trade confirmation on the trade date (referred to above) confirming the details of the trade (being the acquisition of the relevant number of Placing Shares).

Settlement of transactions in the Placing Shares (ISIN: GB00BDB6Q760) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST of the Placing Shares is expected to take place on 11 May 2021 unless otherwise notified by Panmure Gordon and Admission is expected to occur no later than 8.00 a.m. on 25 May 2021 unless otherwise notified by Panmure Gordon.

Admission and settlement may occur at an earlier date. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Panmure Gordon may agree that the Placing Shares should be issued in certificated form. Panmure Gordon reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above Libor as determined by Panmure Gordon.

Each Placee is deemed to agree that, if it does not comply with these obligations, Panmure Gordon may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Panmure Gordon's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify Panmure Gordon on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest 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 Panmure Gordon all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Panmure Gordon lawfully takes in pursuance of such sale.

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

REPRESENTATIONS, WARRANTIES AND FURTHER TERMS

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Panmure Gordon, namely that, each Placee (and any person acting on such Placee's behalf):

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

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

4. acknowledges that the Placing Shares are admitted to trading on AIM, and the Company is therefore required to publish Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

5. acknowledges that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company, and that neither Panmure Gordon, its affiliates or any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement (including this Appendix) or any information previously or concurrently published by or on behalf of the Company (including any Exchange Information), and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement (including this Appendix) or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or

representations, warranties or statements made by Panmure Gordon or the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and neither Panmure Gordon nor the Company 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. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company and the terms of the Placing in deciding to participate in the Placing and it will not rely on any investigation that Panmure Gordon, its affiliates or any other person acting on their behalf has or may have conducted;

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

7. acknowledges that Panmure Gordon does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Panmure Gordon is not acting for it or its clients and that Panmure Gordon will not be responsible for providing protections to it or its clients;

8. acknowledges that neither Panmure Gordon, any of its affiliates or any person acting on behalf of them has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9. that, save in the event of fraud on the part of Panmure Gordon (and to the extent permitted by the FCA), neither Panmure Gordon, its respective ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Panmure Gordon's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which it may have in respect thereof;

10. represents and warrants that a) (i) it is not in the United States; (ii) it is not a U.S. Person; and (iii) it is not acting for the account or benefit of a U.S. Person or b) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. Person in reliance on Regulation S;

11. acknowledges that the Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons pursuant to Regulation S under the Securities Act, and the Placing Shares have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and agrees not to reoffer, resell, pledge, transfer or deliver any Placing Shares, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;

12. unless otherwise specifically agreed in writing with Panmure Gordon, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Restricted Jurisdiction;

13. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

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

15. represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations, and any other applicable law (where all such legislation listed under this (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (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 and pursuant to AML Legislation and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Panmure Gordon or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which Panmure Gordon or the Company may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by Panmure Gordon or the Company on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Panmure Gordon may decide at its sole discretion;

16. if a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA or the UK other than EU Qualified Investors or UK Qualified Investors respectively, or in circumstances in which the prior consent of Panmure Gordon has been given to the offer or resale;

17. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA or the UK prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State of the EEA or the UK within the meaning of the EU Prospectus Regulation or UK Prospectus Regulation respectively;

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

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

20. if in the United Kingdom, represents and warrants that it is a UK Qualified Investor who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Order or (ii) it is a person to whom the Placing Shares may otherwise be lawfully offered under such Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; and (iii) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

21. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement (including this Appendix)) and will honour such obligations;

22. where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (i) to acquire the Placing Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (iii) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Panmure Gordon;

23. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Gordon may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Panmure Gordon on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

24. acknowledges that neither Panmure Gordon, nor any of its affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Panmure Gordon and that Panmure Gordon does not have any duties or responsibilities to it for providing the protections afforded to their respective 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 and Open Offer Agreement nor for the exercise or performance of any of their rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

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

26. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England 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 (including non-contractual matters) 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 the Company or Panmure Gordon 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;

27. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

28. agrees that the Company, Panmure Gordon and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Panmure Gordon on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

29. agrees to indemnify on an after-tax basis and hold the Company, Panmure Gordon and its respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

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

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

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

33. acknowledges that Panmure Gordon or 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 and may offer or sell such shares other than in connection with the Placing;

34. represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

35. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement, including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Panmure Gordon and the Company and are irrevocable and shall not be capable of termination in any circumstances.

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

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that Panmure Gordon does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing and Open Offer Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Panmure Gordon 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.

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

All times and dates in this announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this announcement (including this Appendix) being achieved. Panmure Gordon shall notify the Placees and any person acting on behalf of the Placees of any changes.

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

Panmure Gordon is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties, part or all of its fees relating to the Placing.

MISCELLANEOUS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, each as they form part of the law of England and Wales by virtue of EUWA (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees 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, Panmure Gordon 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 MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

The content of this announcement has been prepared by, and is the sole responsibility of, Diurnal Group plc.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement. Panmure Gordon's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person in respect of any decision to acquire shares in the Company in reliance on any part of this announcement.

Neither Panmure Gordon or any of its directors, officers, employees, advisers, affiliates or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or for any loss howsoever arising from any use of the announcement or its contents. Panmure Gordon and its directors, officers, employees, advisers, affiliates or agents, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Data Protection

The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website https://www.diurnal.co.uk/privacy-policy/ .

Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred Privacy Notice.

APPIX III

DEFINITIONS

 
 The following definitions apply throughout the Announcement, 
  unless the context requires otherwise: 
  "Admission"                        admission of the New Ordinary Shares 
                                       to trading on AIM becoming effective 
                                       in accordance with the AIM Rules 
   "AIM"                              AIM, the market of that name operated 
                                       by London Stock Exchange 
   "AIM Rules"                        the AIM Rules for Companies as published 
                                       by the London Stock Exchange from time 
                                       to time 
   "Board" or "Directors"             the directors of the Company as at 
                                       the date of the Circular 
   "Capital Raising"                  the Placing, the Subscription and the 
                                       Open Offer, taken together 
   "certificated" or "in              in relation to a share or other security, 
    certificated form"                 not in uncertificated form (that is, 
                                       not in CREST) 
   "Company" or "Diurnal"             Diurnal Group plc, a public limited 
                                       company incorporated in England and 
                                       Wales with registered number 09846650 
   "CREST"                            the relevant system (as defined in 
                                       the CREST Regulations) in respect of 
                                       which Euroclear is the operator (as 
                                       defined in the CREST Regulations), 
                                       which facilitates the transfer of title 
                                       to shares in uncertificated form 
   "CREST Regulations"                the Uncertificated Securities Regulations 
                                       2001 (SI 2001/3755) (as amended) 
   "EU"                               the European Union 
   "Euroclear"                        Euroclear UK & Ireland Limited 
   "Excess Application Facility"      the arrangement pursuant to which Qualifying 
                                       Shareholders may apply for additional 
                                       Open Offer Shares in excess of their 
                                       Open Offer Entitlement in accordance 
                                       with the terms and conditions of the 
                                       Open Offer 
   "Excess CREST Open Offer           in respect of each Qualifying CREST 
    Entitlements"                      Holder who has taken up their Open 
                                       Offer Entitlement in full, the Excess 
                                       Open Offer Entitlements credited to 
                                       his stock account in CREST 
   "Excess Open Offer Entitlements"   in respect of each Qualifying Shareholder, 
                                       the entitlement (in addition to his 
                                       Open Offer Entitlement) to apply for 
                                       Open Offer Shares pursuant to the Excess 
                                       Application Facility, subject to the 
                                       terms and conditions of the Open Offer 
   "Excess Shares"                    Open Offer Shares in addition to the 
                                       Open Offer Entitlement for which Qualifying 
                                       Shareholders may apply under the Excess 
                                       Application Facility 
   "Ex-entitlement Date"              the date on which the Existing Ordinary 
                                       Shares are marked "ex" for entitlement 
                                       under the Open Offer, being 8.00 a.m. 
                                       on 22 April 2021 
   "Existing Ordinary Shares"         the 138,337,404 Ordinary Shares in 
                                       issue on the date of this announcement 
   "FCA"                              the Financial Conduct Authority 
   "Form of Proxy"                    a form of proxy for use in relation 
                                       to the General Meeting 
   "FSMA"                             Financial Services and Market Act 2000 
                                       (as amended) 
   "General Meeting"                  the general meeting of the Company, 
                                       convened for 10.00 a.m. on 10 May 2021 
                                       or any adjournment thereof, notice 
                                       of which will be set out at the end 
                                       of the Circular 
   "Group"                            the Company and its subsidiaries 
   "HMRC"                             Her Majesty's Revenue and Customs 
    "ISIN"                             International Securities Identification 
                                       Number 
   "London Stock Exchange"            London Stock Exchange plc 
   "New Ordinary Shares"              the Placing Shares, the Subscription 
                                       Shares and the Open Offer Shares 
   "Notice of General Meeting"        the notice convening the General Meeting 
   "Open Offer"                       the conditional invitation made to 
                                       Qualifying Shareholders to apply to 
                                       subscribe for the Open Offer Shares 
                                       at the Issue Price on the terms and 
                                       subject to the conditions set out in 
                                       the Circular and (if relevant) in the 
                                       Application Form 
   "Open Offer Entitlement"           in respect of each Qualifying Shareholder, 
                                       the entitlement to apply for the number 
                                       of Open Offer Shares pro rata to their 
                                       holding of Existing Ordinary Shares 
                                       pursuant to the Open Offer as described 
                                       in the Circular 
   "Open Offer Shares"                the 2,852,317 new Ordinary Shares being 
                                       made available to Qualifying Shareholders 
                                       pursuant to the Open Offer 
   "Ordinary Shares"                  ordinary shares of GBP0.05 each in 
                                       the capital of the Company 
   "Panmure Gordon"                   Panmure Gordon (UK) Limited 
   "Placing and Open Offer            the agreement dated 21 April 2021 between 
    Agreement"                         the Company and Panmure Gordon in respect 
                                       of the Placing, Subscription and Open 
    "Placees"                          Offer 
                                       the persons who have agreed to subscribe 
                                       for Placing Shares under the Placing 
   "Placing"                          the conditional placing by the Company 
                                       of the Placing Shares with the Placees, 
                                       otherwise than on a pre-emptive basis, 
                                       at the Issue Price pursuant to the 
                                       Placing and Open Offer Agreement 
   "Issue Price"                      70 pence per New Ordinary Share 
   "Placing Shares"                   the new Ordinary Shares which are the 
                                       subject of the Placing 
   "Registrar"                        Link Market Services Limited 
   "Regulatory Information            has the meaning given in the AIM Rules 
    Service" 
   "Restricted Jurisdiction"          the US, Canada, Australia, New Zealand, 
                                       the Republic of South Africa or Japan 
   "Resolutions"                      the resolutions to be proposed at the 
                                       General Meeting as set out in the Notice 
                                       of General Meeting 
   "Securities Act"                   US Securities Act of 1933 (as amended) 
   "Shareholders"                     the holders of Existing Ordinary Shares 
   "Subscription"                     the direct subscription with the Company 
                                       for the Subscription Shares at the 
                                       Issue Price by certain Directors pursuant 
                                       to the Subscription Letters 
   "Subscription Letters"             the subscription letters entered into 
                                       between the Company and certain Directors 
                                       pursuant to which such Directors have 
                                       agreed to subscribe for the Subscription 
                                       Shares 
   "Subscription Shares"              the 64,285 New Ordinary Shares which 
                                       are subject of the Subscription 
   "stock account"                    an account within a member account 
                                       in CREST to which a holding of a particular 
                                       share or other security in CREST is 
                                       credited 
   "uncertificated" or "in            in relation to a share or other security, 
    uncertificated form"               recorded on the relevant register as 
                                       being held in uncertificated form in 
                                       CREST and title to which, by virtue 
                                       of the CREST Regulations, may be transferred 
                                       through CREST 
   "United Kingdom" or "UK"           the United Kingdom of Great Britain 
                                       and Northern Ireland 
   "United States", "United           the United States of America, its territories 
    States of America" or              and possessions, any state of the United 
    "US"                               States of America and the District 
                                       of Columbia and all areas subject to 
                                       its jurisdiction 
 
 

APPIX IV

GLOSSARY OF TECHNICAL AND SCIENTIFIC TERMS

The following technical and scientific terms apply throughout the Announcement, unless the context requires otherwise:

 
 Adrenal glands                   the adrenal glands are small glands 
                                   that sit on top of the kidneys in the 
                                   retroperitoneum (that is, the deepest 
                                   part of the abdomen). The adrenal glands 
                                   have two layers: the cortex and the 
                                   medulla. The cortex is located on the 
                                   outer layer of the adrenal gland and 
                                   secretes a number of different hormones, 
                                   including cortisol, aldosterone and 
                                   androgens. Diseases of the adrenal 
                                   cortex may be caused by either too 
                                   much or too little of any of the above 
                                   hormones; 
 Adrenal Franchise                the Group's hydrocortisone product 
                                   "franchise" or range designed to treat 
                                   patients with diseases of cortisol 
                                   deficiency; 
 Adrenal Insufficiency            a condition characterised by deficiency 
  or AI                            in cortisol, an essential hormone in 
                                   regulating metabolism and the response 
                                   to stress. Poor control of disease 
                                   can result in precocious puberty in 
                                   young children, virilisation in girls 
                                   and chronic fatigue leading to a poor 
                                   quality of life in adulthood resulting 
                                   in increased morbidity and mortality; 
 androgens                        hormones that regulate the development 
                                   and maintenance of male characteristics; 
 CHMP                             the Committee for Medicinal Products 
                                   for Human Use; 
 Congenital Adrenal Hyperplasia   a condition caused by deficiency of 
  or CAH                           adrenal enzymes, most commonly 21-hydroxylase. 
                                   This enzyme is required to produce 
                                   cortisol. The block in the cortisol 
                                   production pathway causes the over-production 
                                   of androgens, which are precursors 
                                   to cortisol. The condition is congenital 
                                   (inherited at birth) and affects both 
                                   sexes. The cortisol deficiency and 
                                   over-production of male sex hormones 
                                   can lead to increased mortality, infertility 
                                   and severe development defects including 
                                   ambiguous genitalia, premature (precocious) 
                                   sexual development and short stature. 
                                   Sufferers, even if treated, remain 
                                   at risk of death through an adrenal 
                                   crisis; 
 Cortisol                         a life-sustaining adrenal hormone essential 
                                   to the maintenance of homeostasis. 
                                   Called the "stress hormone", cortisol 
                                   influences, regulates or modulates 
                                   many of the changes that occur in the 
                                   body in response to stress, including 
                                   (but not limited to): blood sugar (glucose) 
                                   levels; fat, protein and carbohydrate 
                                   metabolism to maintain blood glucose 
                                   (gluconeogenesis); immune responses; 
                                   anti-inflammatory actions; blood pressure; 
                                   heart and blood vessel tone and contraction; 
                                   and central nervous system activation. 
                                   Cortisol levels have a rhythm around 
                                   the day and night, a circadian rhythm. 
                                   Cortisol levels are high on waking 
                                   (between 7.00 a.m. and 10.00 a.m.), 
                                   gradually decline over the day with 
                                   low levels on going to sleep (between 
                                   midnight and 2.00 a.m.) and then building-up 
                                   overnight to peak again shortly after 
                                   waking; 
 EMA                              the European Medicine Agency; 
 FDA                              the US Food and Drug Administration; 
 Homeostasis                      the tendency towards a relatively stable 
                                   equilibrium between inter-dependent 
                                   elements in the human body, as maintained 
                                   by physiological processes; 
 Hypogonadism                     diminished functional activity of the 
                                   gonads (the testes); 
 Hypothyroidism                   also called underactive thyroid or 
                                   low thyroid, is a disorder of the endocrine 
                                   system in which the thyroid gland does 
                                   not produce enough thyroid hormone, 
                                   causing a number of symptoms, including 
                                   poor ability to tolerate cold, a feeling 
                                   of tiredness, constipation, depression 
                                   and weight gain; 
 Investigative New Drug           a request for FDA authorisation to 
  Application or IND               administer an investigational drug 
                                   to humans in the US. Such authorisation 
  Marketing Authorisation          must be secured prior to interstate 
  Application or MAA               shipment and administration of any 
                                   new drug that is not the subject of 
                                   an approved new drug application; 
                                   a Marketing Authorisation Application 
                                   made seeking authorisation of a new 
                                   medicine. Once granted by the European 
                                   Commission, the centralised marketing 
                                   authorisation is valid in all EU Member 
                                   States, Iceland, Norway and Liechtenstein; 
 New Drug Application             the FDA's New Drug Application is the 
  or NDA                           vehicle in the United States through 
                                   which drug sponsors formally propose 
                                   that the FDA approve a new pharmaceutical 
                                   for sale and marketing; 
 Orphan Drug Designation          in the European Union, orphan drug 
                                   designation under Regulation (EC) No. 
                                   141/2000 by the EMA's Committee for 
                                   Orphan Medicinal Products and, in the 
                                   United States, orphan drug designation 
                                   under the Orphan Drug Act of 1983; 
 Orphan Drug Status               exclusivity for an orphan drug that 
                                   is confirmed by a relevant regulatory 
                                   authority in connection with an Orphan 
                                   Drug Designation 
 Phase I clinical trial           a clinical trial which aims to test 
                                   the safety of a new medicine/treatment 
                                   on humans for the first time. A small 
                                   number of people, who may be healthy 
                                   volunteers, are given the medicine/treatment. 
                                   Researchers test for side effects and 
                                   calculate what the right dose might 
                                   be to use in treatment (known as dose-ranging 
                                   studies); 
 Phase II clinical trial          a second phase of clinical trial which 
                                   tests a new medicine/treatment on a 
                                   group of people, usually a small number 
                                   of patients, in order to gain a better 
                                   understanding of its effects in the 
                                   short term. A Phase II clinical trial 
                                   may also be conducted on a blind, double-blind 
                                   and/or randomised basis; 
 Phase III clinical trial         a third phase clinical trial only for 
                                   medicines/treatments that have already 
                                   passed a Phase I clinical trial and 
                                   a Phase II clinical trial. In a Phase 
                                   III clinical trial, a medicine/treatment 
                                   is tested on a further increased number 
                                   of people (sometimes several thousand) 
                                   who are ill and compared against an 
                                   existing treatment or placebo to see 
                                   if it is better in practice and if 
                                   it has important side effects. Most 
                                   Phase III clinical trials are also 
                                   conducted on a blind, double-blind 
                                   and/or randomised basis; 
 PUMA                             a Paediatric Use Marketing Authorisation 
                                   that provides incentives for products 
                                   intended to be used in children in 
                                   Europe. A product that benefits from 
                                   a PUMA will have a total of 10 years 
                                   exclusivity (eight years of data exclusivity 
                                   and an additional 2 years of market 
                                   exclusivity) with effect from market 
                                   approval in Europe; and 
 T3                               the thyroid hormone triiodothyronine, 
                                   produced by the thyroid gland. 
 

APPENDIX V

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Record date for entitlement under the                 Close of business on 20 
  Open Offer                                                        April 2021 
 Announcement of the Placing, Subscription                       21 April 2021 
  and Open Offer 
 Publication and posting of the Circular                      by 22 April 2021 
  and the Application Form 
 Ex-entitlement Date                                8:00 a.m. on 22 April 2021 
 Open Offer Basic and Excess Entitlements                        23 April 2021 
  credited to CREST Stock Accounts of Qualifying 
  CREST Holders 
 Recommended last time and date for requesting      4:30 p.m. on 30 April 2021 
  withdrawal of Open Offer Entitlements 
  from CREST for Qualifying CREST Holders 
 Latest time and date for depositing Open              3:00 p.m. on 4 May 2021 
  Offer Entitlements into CREST 
 Latest time and date for splitting Application        3:00 p.m. on 5 May 2021 
  Forms 
  (to satisfy bona fide market claims only) 
 Latest time and date for receipt of electronic       10:00 a.m. on 6 May 2021 
  proxy appointments via the CREST system 
  and, to the extent one is requested, a 
  hard copy Form of Proxy, to be valid at 
  the General Meeting 
 Latest time and date for acceptance of               11:00 a.m. on 7 May 2021 
  the 
  Open Offer and receipt of completed Application 
  Forms 
 General Meeting                                     10:00 a.m. on 10 May 2021 
 Announcement of result of Open Offer and                          10 May 2021 
  result of General Meeting 
 Admission and commencement of dealings               8:00 a.m. on 11 May 2021 
  in the New Ordinary Shares 
 New Ordinary Shares credited to CREST                             11 May 2021 
  members' account in uncertificated form 
 Despatch of definitive share certificates          Within 5 days of Admission 
  for New Ordinary Shares in certificated 
  form 
 

Notes

   (1)                       References to are to London time (unless otherwise stated). 

(2) The dates and timing of the events in the above timetable and in the rest of the Circular are indicative only and may be subject to change.

(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service.

[1] Market sizes are based on Company estimates

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