TIDMIIG
RNS Number : 5695F
Intuitive Investments Group plc
11 July 2023
Intuitive Investments Group plc ("IIG")
Intention to join Specialist Fund Segment and pursue new
investment policy
Notice of General Meeting to approve Proposals
Intuitive Investments Group plc (AIM: IIG) ("IIG" or the
"Company"), a closed-end investment company currently focussed on
the life sciences sector, announces that a Circular (the
"Circular") is being posted to Shareholders setting out the
background to and reasons for a number of proposals (summarised
below) and includes a notice of a General Meeting of the Company
which is being convened for midday on 28 July 2023 at Parklands
Hotel & Country Club Crookfur Park, Ayr Road, Newton Mearns
Glasgow G77 6DT.
The Company will shortly publish a Prospectus which accompanies
the Circular, which will be made available at the Company's website
www.iigplc.com . The Prospectus is required, amongst other things,
to facilitate the admission of the Company's Ordinary Shares to the
Specialist Funds Segment. IIG confirms that it expects new
investments in the near term to be funded from existing cash
resources.
As announced separately today, Sir Nigel Rudd will become IIG's
Independent Non-Executive Chairman subject to admission of the
Company to the Specialist Fund Segment of the London Stock
Exchange's Main Market, which is expected to take place on 8 August
2023.
Summary
-- IIG is seeking shareholder approval for a number of proposals at a General Meeting on 28 July 2023 to support a
shift in strategy to invest in a portfolio concentrating on fast growing and / or high potential Life Sciences,
Healthcare and Technology businesses operating predominantly in the UK, continental Europe, the US and APAC,
targeting an average return to Shareholders of 20 per cent. capital growth per annum.
-- In recognition of the changes resulting from the proposals, the Board is giving Qualifying Shareholders the
ability to realise some or all of their shareholding in the Company through a Tender Offer, under which
approximately 17.4 per cent. of the existing issued ordinary share capital of the Company would be purchased by
Placees procured by Turner Pope at a price of 5.25 pence per Ordinary Share. If the maximum number of Ordinary
Shares under the Tender Offer is acquired, this will result in an amount of GBP675,000 being returned to
Qualifying Shareholders. Due to the high proportion of irremovable undertakings and intentions received, each
Qualifying Shareholder has a basic entitlement to tender 46.1 per cent. of the Ordinary Shares held by them.
-- The Circular includes further detail on the following proposals:
o Appointment of Sir Nigel Rudd as Non-Executive Chairman.
o Change of investment policy.
o Move to the Specialist Fund Segment.
o Authority to allot Ordinary Shares and disapply statutory
pre-emption rights.
o Tender Offer and Placing.
o Shareholder protection of minimum market capitalisation of
GBP100 million otherwise a continuation vote will be proposed at
the Company's next AGM.
o Removal of the performance fee.
-- The Company has irrevocable undertakings and intentions from certain Shareholders, including Directors,
representing approximately 62.4 per cent. of the existing issued ordinary share capital of the Company to vote in
favour or the Resolutions and retain their current shareholdings. They have therefore irrevocably undertaken not
to tender their Ordinary Shares under the Tender Offer.
-- The Directors consider the Resolutions to be proposed at the General Meeting to be in the best interests of the
Company and its Shareholders as a whole and accordingly recommend that Shareholders vote in favour of the
Resolutions.
-- Further details are included below in an extract from the Letter of the Chairman of IIG from the Circular.
Julian Baines, current non-Executive Chairman, said:
"The Board wholeheartedly supports today's Proposals to move IIG
to the Main Market and broaden its investment policy to pursue a
number of exciting opportunities that lie ahead."
Intuitive Investments Group plc www.iigplc.com
Julian Baines, Non-Executive Chairman Via FTI Consulting
Robert Naylor, CEO
----------------------
SP Angel Corporate Finance LLP
- Nominated Adviser +44 (0) 20 3470 0470
----------------------
Jeff Keating / David Hignell / Kasia
Brzozowska
----------------------
Turner Pope Investments (TPI) Ltd
- Broker +44 (0) 20 3657 0050
----------------------
Andrew Thacker / James Pope
----------------------
FTI Consulting
----------------------
Jamie Ricketts / Charlotte Stephen IIG@fticonsulting.com
/ Joshua Ayodele
----------------------
About Intuitive Investments Group plc
The Company is an investment company seeking to provide
investors with exposure to a portfolio concentrating on fast
growing and/or high potential Life Sciences businesses operating
predominantly in the UK, continental Europe and the US, utilising
the Board's experience and in particular that of the chairman of
the Investment Committee, David Evans, to seek to generate capital
growth over the long term for shareholders.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has
been incorporated into UK law by the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via Regulatory
Information Service ('RIS'), this inside information is now
considered to be in the public domain.
Terms defined in this Announcement bear the meaning set out in
the Appendix to this Announcement.
Expected timetable of principal events
Announcement of the proposed AIM Cancellation 11 July 2023
and Tender Offer and posting of the Circular
and Form of Proxy to Shareholders
Tender Offer opens 11 July 2023
----------------------
Latest time and date for receipt of Forms Midday on 26 July
of Proxy 2023
----------------------
Latest time and date for receipt of TTE 1.00 p.m. 26 July
Instructions from CREST Shareholders in 2023
relation to the Tender Offer (i.e. close
of Tender Offer)
----------------------
Tender Offer Record Date 6.00 p.m. on 26 July
2023
----------------------
General Meeting Midday on 28 July
2023
----------------------
Announcement of results of the Tender Offer 28 July 2023
(Effective Date)
----------------------
Tendered Ordinary Shares placed with Placees 1 August 2023
----------------------
CREST accounts credited for revised holdings By 1 August 2023
of, and Tender Offer proceeds for, Ordinary
Shares
----------------------
Last day of dealings in the Ordinary Shares 7 August 2023
on AIM
----------------------
Cancellation of admission of the Ordinary 7.00 a.m. on 8 August
Shares to trading on AIM 2023
----------------------
Admission and commencement of dealings 8.00 a.m. on 8 August
in Ordinary Shares on the Specialist Fund 2023
Segment
----------------------
Overseas Shareholders should inform themselves about and observe
any applicable or legal regulatory requirements. If you are in any
doubt about your position, you should consult your professional
adviser in the relevant jurisdiction.
A summary of the taxation consequences for UK resident
Shareholders is also set out in the Circular. However, Shareholders
are advised to consult their own professional adviser regarding
their own tax position.
The Circular and Prospectus will also shortly be available on
the Company's website at www.iigplc.com .
Turner Pope Investments Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no one else in connection with the Proposals
and the other matters referred to in this Announcement, and will
not regard any other person as a client in relation to the
Proposals 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 Proposals, the contents of
this Announcement, the Circular or any other matter referred to in
this Announcement.
Extracts from the Chairman's letter to Shareholders
1. Introduction
The Company is seeking Shareholders' approval of the Proposals
at a General Meeting to be held at Parklands Hotel & Country
Club Crookfur Park, Ayr Road, Newton Mearns Glasgow G77 6DT at
midday on 28 July 2023. The notice of the General Meeting is set
out in Part 5 of the Circular . Shareholders should note that
unless all of the Resolutions are passed at the General Meeting,
the Tender Offer will not take place and the cancellation of
trading on AIM and admission to trading on the Specialist Fund
Segment will not occur as currently proposed.
2. the proposals
Appointment of Sir Nigel Rudd as Non-Executive Chairman
Sir Nigel Rudd will become the Company's Non-Executive Chairman,
subject to Admission.
He is an experienced Chairman of listed businesses and investor
in emerging growth companies and SMEs.
After reversing a South Wales construction company into what was
then a small public company, Williams PLC, he became Chairman in
1982. Within a five year period Williams PLC was admitted to the
FTSE 100 Index. Williams PLC remained one of the largest industrial
holding companies in the UK until its demerger in 2000 into two
separate entities, Chubb and Kidde, both of which were eventually
acquired by UTC, a large US Corporation.
Over the past 25 years, Sir Nigel has chaired some of the
largest UK companies including Pendragon plc, the automotive
retailer; Pilkington, a manufacturer of glass and glazing systems;
Alliance Boots, a global retail pharmacy; Heathrow, the UK airport;
Invensys plc, an engineering firm; Business Growth Fund, an
investor in growth companies; Signature Aviation plc, the aviation
firm; and Meggitt plc, the aerospace and defence firm. Sir Nigel
occupied a seat on the Barclays Bank Board for more than 12 years,
latterly as Deputy Chairman, retiring in 2008.
He is a Deputy Lieutenant of Derbyshire and for five years was
Chancellor of Loughborough University where he holds an honorary
doctorate. He also has a doctorate from the University of Derby,
his home City.
Sir Nigel qualified as a Chartered Accountant at the age of 20.
He spent the next ten years working firstly as an accountant and
latterly as a trouble-shooter at a conglomerate mainly involved in
the construction industry.
Julian Baines, MBE, the current Non-Executive Chairman of the
Company, will step down as a Chairman and will become an
independent non-executive Director of the Company.
Proposed change of investment policy
The revised investment policy broadens the Company's remit to
technology, as well as healthcare and life sciences companies and
the geography where the Company may invest to include APAC. The
Board will seek to exploit the differential in valuations of life
sciences and technology companies in different territories.
There are many examples in which the team have been involved,
for example Sir Nigel Rudd setting up and Chairing the Business
Growth Fund, an equity investor in early stage growth companies,
both private and listed, with a balance sheet of approximately
GBP2.5 billion. David Evans and Julian Baines, working with
companies and partnering with institutions in other jurisdictions,
such as taking UK life sciences intellectual property and
partnering with US healthcare providers leading to the
commercialisation of products. Malcolm Gillies has wide
international experience of working with technology and other
businesses.
It should be noted, under the proposed new investment policy,
there is no specific limit on the amount to be invested in a single
company.
Overall, the Directors believe this change will allow the Board
more flexibility in generating Shareholder returns.
Proposed migration to the Specialist Fund Segment
The Directors believe that the migration of the Company from AIM
to the Specialist Fund Segment will:
-- further enhance the Company's profile and brand recognition with investee companies;
-- extend the Company's shareholder base to a wider group of institutional shareholders;
-- assist in the recruitment, retention and incentivisation of employees; and
-- support the Company's growth strategy.
The Specialist Fund Segment is intended for institutional,
professional, professionally advised and knowledgeable investors
who understand, or who have been advised of, the potential risk
from investing in companies admitted to the Specialist Fund
Segment. The Specialist Fund Segment is only suitable for
investors: (i) who understand the potential risk of capital loss
and that there may be limited liquidity in the underlying
investments of the Company; (ii) for whom an investment in
securities admitted to trading on the Specialist Fund Segment is
part of a diversified investment programme; and (iii) who fully
understand and are willing to assume the risks involved in such an
investment portfolio. It should be remembered that the price of the
Ordinary Shares can go down as well as up.
Proposed grant of general authority to allot Ordinary Shares and
proposed disapplication of statutory pre-emption rights
The Directors consider that further share issuance will have the
following benefits:
-- enhance the Net Asset Value per Ordinary Shares through the issuance of Ordinary Shares at a premium to the
prevailing published Net Asset Value per Ordinary Share;
-- grow the Company, thereby spreading operating costs over a larger capital base which should reduce the ongoing
charges ratio;
-- the Company will be able to raise additional capital promptly, allowing it to take advantage of future investment
opportunities as and when they arise;
-- further diversifying the Company's portfolio of investments; and
-- improve liquidity in the market for Ordinary Shares.
The minimum price at which Ordinary Shares will be issued
pursuant to the Placing Programme or in consideration for
investments, will be equal to the prevailing published Net Asset
Value per Share at the time of issue together with a premium to at
least cover the costs and expenses of the relevant Placing of
Ordinary Shares (including, without limitation, any placing
commissions). Any Ordinary Shares issued for non-cash consideration
may be subject to a third-party valuation from an appropriate
qualified independent adviser.
Proposed Tender Offer and Placing
The Board recognises that, following the Company's AIM
Cancellation, the Company will no longer be subject to the AIM
Rules for Companies or be required to retain the services of an
independent nominated adviser. The Specialist Fund Segment will
provide a more flexible regulatory regime than AIM.
The Board therefore intends to provide Qualifying Shareholders
with the ability to realise some or all of their shareholding in
the Company through a Tender Offer, under which up to 12,857,142
Ordinary Shares (representing approximately 17.4 per cent. of the
existing issued ordinary share capital of the Company) held by
Qualifying Shareholders would be purchased by Placees procured by
Turner Pope at a price of 5.25 pence per Ordinary Share. If the
maximum number of Ordinary Shares under the Tender Offer is
acquired, this will result in an amount of approximately GBP675,000
million being returned to Qualifying Shareholders.
The Company has received irrevocable undertakings and intentions
from Shareholders, including Directors, holding in aggregate
46,194,279 Ordinary Shares (representing approximately 62.4 per
cent. of the existing issued ordinary share capital of the Company)
not to tender their Ordinary Shares under the Tender Offer.
Therefore, each Qualifying Shareholder is entitled to tender 46.1
per cent. of the Ordinary Shares held by them at the Record Date,
rounded down to the nearest whole number of Ordinary Shares at a
price of 5.25 pence per Ordinary Share ("Basic Entitlement").
Financing of the Tender Offer
The Company has sufficient cash resources to undertake the
Tender Offer, however, as a relatively new company investing in
early-stage healthcare companies, the Company has no distributable
reserves from which to repurchase its own Ordinary Shares.
Therefore, Turner Pope has conditionally placed GBP675,000 Ordinary
Shares with Placees. The demand generated by Turner Pope, under the
Placing, will firstly be used to purchase existing Ordinary Shares
validly tendered under the Tender Offer, and secondly, the Company
will issue new Ordinary Shares to satisfy any remaining demand not
able to be met by existing Ordinary Shares tendered under the
Tender Offer. If the demand generated by Turner Pope, under the
Placing is less than Ordinary Shares validly tendered under the
Tender Offer, Qualifying Shareholders will be scaled back and no
new Ordinary Shares will be issued.
Each Qualifying Shareholder will be entitled to sell to placees
procured by Turner Pope a number of Ordinary Shares up to their
Basic Entitlement. If the aggregate value at the Tender Price of
all Ordinary Shares validly tendered by Qualifying Shareholders
exceeds GBP675,000, then not all of the Ordinary Shares validly
tendered will be accepted and purchased and, in these
circumstances, tenders will be accepted (or, as the case may be,
rejected) as follows: firstly all Ordinary Shares validly tendered
by any Shareholder up to their Basic Entitlement will be accepted
and purchased in full; and, secondly all Ordinary Shares validly
tendered by Shareholders in excess of their Basic Entitlements will
be scaled down pro rata to the total number of such Ordinary Shares
tendered in excess of their Basic Entitlement.
Minimum market capitalisation
Although there is no specific rule in respect of minimum market
capitalisation in the London Stock Exchange's Admission and
Disclosure Standards, to give added investor protection and to
ensure that the Company is not subscale, the Board will undertake
to propose to continue as an investment company, by ordinary
resolution, at each Annual General Meeting, if the Company's market
capitalisation is less than GBP100 million. The market
capitalisation is to be calculated on the Company's average closing
share price in the 30 trading days prior to the Company's year
end.
Removal of the performance fee
As set out in the Company's AIM admission document dated 8
December 2020, the Company had a performance fee, payable to the
Investment Team, based on 20 per cent. of realised profits
calculated on an annual basis once the initial IPO proceeds of
GBP7.85 million have been doubled by way of cash realisations. In
agreement with members of the Investment Team, the Remuneration
Committee has cancelled the performance fee and will look to
establish new incentivisation for key members on the Investment
Team once the Company has migrated to the Specialist Fund Segment.
These arrangements may include share options, warrants and cash
payments.
3. GENERAL MEETING
Notice convening the General Meeting to be held at Parklands
Hotel & Country Club Crookfur Park, Ayr Road, Newton Mearns
Glasgow G77 6DT at midday on 28 July 2023, at which the Resolutions
will be proposed. The Proposals are conditional, amongst other
things, upon the Resolutions being duly passed.
4. Irrevocable undertakings and intentions of the Directors relating to the Tender Offer
The Company has received irrevocable undertakings and intentions
from Shareholders including Directors holding in aggregate
46,194,279 Ordinary Shares (representing approximately 62.4 per
cent. of the existing issued ordinary share capital of the Company)
to vote in favour or the Resolutions. These Shareholders also wish
to continue to support the Company's growth strategy on the
Specialist Fund Segment as ongoing Shareholders and therefore do
not wish to sell their current shareholdings. They have therefore
irrevocably undertaken not to tender their Ordinary Shares under
the Tender Offer.
5. Action to be taken
A Form of Proxy for use by Shareholders in connection with the
General Meeting accompanies the Circular . Shareholders are
requested to return the Forms of Proxy. To be valid, the Forms of
Proxy must be completed and returned in accordance with the
instructions printed thereon so as to be received by Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen B62
8HD as soon as possible but, in any event, so as to arrive by noon
on 26 July 2023 (being 48 hours (excluding weekends and any bank
holiday) before the time of the meeting to which the Form of Proxy
relates).
Alternatively, Shareholders who hold their Ordinary Shares in
uncertificated form (i.e. in CREST) may vote using the CREST
electronic voting service in accordance with the procedure set out
in the CREST Manual. Proxies submitted via CREST for the General
Meeting must be transmitted so as to be received by the Registrar
(ID: 7RA11) as soon as possible and, in any event, by no later than
48 hours (excluding weekends and any bank holiday) before the time
of the General Meeting.
If you wish to participate in the Tender Offer
If you are a Qualifying Shareholder and you wish to tender some
or all of your Ordinary Shares, you should send a TTE Instruction
and follow the procedures set out in Part 3 of the Circular in
respect of tendering uncertificated Ordinary Shares.
If you have any questions about the procedure for tendering
Ordinary Shares or making a TTE Instruction please telephone the
Shareholder Helpline on +44 (0) 121 585 1131. Lines are open from
9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except
public holidays in England and Wales). Please note that calls to
these numbers may be monitored or recorded for security and
training purposes.
6. Recommendation
The Directors consider the Resolutions to be proposed at the
General Meeting to be in the best interests of the Company and its
Shareholders as a whole and accordingly recommend that Shareholders
vote in favour of the Resolutions, as I intend to do so in respect
of my shareholding of 249,896 Ordinary Shares (equivalent to
approximately 0.35 per cent. of the existing issued Ordinary
Shares).
If you are in any doubt as to the action you should take, you
are recommended to seek your own independent advice.
Yours faithfully
Julian Baines
Non-Executive Chairman
Definitions
The following definitions apply throughout this Announcement,
unless stated otherwise:
"Admission" admission of the Ordinary Share Capital
to trading on Specialist Fund Segment of
the Main Market, becoming effective in
accordance with the admission and disclosure
standards of the London Stock Exchange
"AIM Cancellation" the cancellation of admission of the Ordinary
Shares to trading on AIM
---------------------------------------------------
"AIM Rules" the rules applicable to companies governing
their admission to AIM, and following admission
their continuing obligations to AIM, as
set out in the AIM Rules for Companies
published by the London Stock Exchange
from time to time
---------------------------------------------------
"APAC" the Asia-Pacific region
---------------------------------------------------
"Basic Entitlement" as the meaning given to that term in Part
I (Letter from the Chairman of the Company)
paragraph 2 of the Circular
---------------------------------------------------
"Board" the board of the Company comprising the
Directors
---------------------------------------------------
"certificated form" Ordinary Shares not recorded on the Register
or "certificated" as being in uncertificated form in CREST
---------------------------------------------------
"Company" or "IIG" Intuitive Investments Group PLC, a company
incorporated in England and Wales with
registered number 12664320, whose registered
office is at One St. Peters Square, Manchester,
England, M2 3DE, United Kingdom
---------------------------------------------------
"CREST manual" the manual, as amended from time to time,
produced by Euroclear describing the CREST
system and supplied by Euroclear to users
and participants thereof
---------------------------------------------------
"CREST Member" a person who has been admitted by Euroclear
as a system member (as defined in the CREST
Regulations)
---------------------------------------------------
"CREST Participant" a person who is, in relation to CREST,
a system participant (as defined in the
CREST Regulations)
---------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended from
time to time
---------------------------------------------------
"CREST Sponsor" a CREST Participant admitted to CREST as
a CREST sponsor
---------------------------------------------------
"CREST Sponsored Member" a CREST Member admitted to CREST as a sponsored
member
---------------------------------------------------
"CREST" the system of paperless settlement of trades
in securities and the holding of uncertificated
securities operated by Euroclear in accordance
with the CREST Regulations
---------------------------------------------------
"Directors" the directors of the Company, whose names
are set out in the Circular
---------------------------------------------------
"Euroclear" Euroclear UK & International Limited, the
operator of CREST
---------------------------------------------------
"FCA" the Financial Conduct Authority
---------------------------------------------------
"Form of Proxy" the form of proxy accompanying the Circular
to be used in connection with the General
Meeting
---------------------------------------------------
"General Meeting" the general meeting of the Company to be
held at midday on 28 July 2023 at the Parklands
Hotel & Country Club Crookfur Park, Ayr
Road, Newton Mearns, Glasgow G77 6DT ,
or any adjournment thereof, notice of which
is set out in Part VI of the Circular
---------------------------------------------------
"Investment Team" the team which will be responsible for
managing the analysis of the Company's
pipeline of investment opportunities, identifying
new potential investment opportunities
and proposing investments to the Board.
The team will comprise David Evans, Robert
Naylor and Dr Stewart White
---------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
---------------------------------------------------
"Market Abuse Regulation" EU Market Abuse Regulation (594/2014)
or "MAR"
---------------------------------------------------
"Net Asset Value" the value, as at any date, of the assets
or "NAV" of the Company after deduction of all liabilities
determined in accordance with the accounting
policies adopted by the Company from time
to time
---------------------------------------------------
"Notice of General the notice of the General Meeting which
Meeting" appears in the Circular
---------------------------------------------------
"Ordinary Shares" the ordinary shares of GBP0.01 each in
the capital of the Company
---------------------------------------------------
"Overseas Shareholders" a Shareholder who is a resident in, or
a citizen of, a jurisdiction outside the
United Kingdom
---------------------------------------------------
"Placees" subscribers for tendered Ordinary Shares
and/or new Ordinary Shares procured by
the Company's broker Turner Pope
---------------------------------------------------
"Placing" the placing of Ordinary Shares at the Tender
Price by Turner Pope as agent for and on
behalf of the Company pursuant to the terms
of the Placing Agreement
---------------------------------------------------
"Proposals" the conditional appointment of the new
Chairman, the AIM Cancellation and Admission,
the grant of general authority to allot
Ordinary Shares, the disapplication of
statutory pre-emption rights and the Tender
Offer and Placing all as described in the
Circular
---------------------------------------------------
"Prospectus" the Prospectus published by the Company
required, amongst other things, to facilitate
the admission of the Company's Ordinary
Shares, as well as the further admission
of Ordinary Shares by both a placing programme
and to acquire new investments, on to the
Specialist Fund Segment
---------------------------------------------------
"Qualifying Shareholder" Shareholders who are entitled to participate
in the Tender Offer, being those who are
on the Register on the Tender Offer Record
Date and excluding those with registered
addresses in a Restricted Jurisdiction
---------------------------------------------------
"Register" the Company's register of members
---------------------------------------------------
"Regulatory Information as defined in the AIM Rules
Service"
---------------------------------------------------
"Resolutions" the resolutions numbered 1 to 4 to be proposed
at the General Meeting, as set out in the
Notice of General Meeting
---------------------------------------------------
"Restricted Jurisdiction" each of the United States, Australia, Canada,
Japan, New Zealand, South Africa and the
European Union and any other jurisdiction
where the mailing of the Circular or the
accompanying documents into or inside such
jurisdiction would constitute a violation
of the laws of such jurisdiction
---------------------------------------------------
"Shareholder Helpline" the helpline available to Shareholders
in connection with the Tender Offer in
respect of Ordinary Shares
---------------------------------------------------
"Shareholders" the holders of the Ordinary Shares
---------------------------------------------------
"Specialist Fund Segment" the Specialist Fund Segment of the London
Stock Exchange's Main Market
---------------------------------------------------
"Tender Offer and (1) the Company, and (2) Turner Pope, relating
Placing Agreement" to the terms and conditions upon which
Turner Pope is engaged by the Company for
the purposes of the Tender Offer and Placing
---------------------------------------------------
"Tender Offer Record 6.00 p.m. on 26 July 2023
Date"
---------------------------------------------------
"Tender Offer" the invitation to Qualifying Shareholders
to tender Ordinary Shares persons procured
by Turner Pope, on the terms and conditions
set out in the Circular
---------------------------------------------------
"Tender Price" 5.25 pence, being the price per Ordinary
Share at which Ordinary Shares will be
purchased pursuant to the Tender Offer
---------------------------------------------------
"TTE Instruction" a transfer to escrow instruction (as defined
by the CREST manual)
---------------------------------------------------
"Turner Pope" Turner Pope Investments Limited, the Company's
Broker
---------------------------------------------------
"Uncertificated" form recorded on the register as being
held in uncertificated form in CREST and
title to which, by virtue of the Uncertified
Securities Regulations, may be transferred
by means of CREST
---------------------------------------------------
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
---------------------------------------------------
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States and the District of Columbia
---------------------------------------------------
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NOGDBGDRBBBDGXG
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