Octopus Renewables Infrastructure Trust

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

10 June 2021

LEI: 213800B81BFJKWM2JV13

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, JAPAN OR ANY EEA STATE (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does not constitute a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the tripartite prospectus (comprising a summary, a registration document and a securities note) expected to be published by Octopus Renewables Infrastructure Trust plc (the "Prospectus") today and not in reliance on this announcement. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors should read the Prospectus and in particular the risk factors set out therein before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's securities. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. Copies of the Prospectus, subject to certain access restrictions, will be available shortly for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https://www.octopusrenewablesinfrastructure.com). 

Octopus Renewables Infrastructure Trust plc

("ORIT" or the "Company")

Placing, Open Offer, Offer for Subscription and Intermediaries Offer

Further to the Company's announcement on 3 June 2021 that the Company was considering the issue of new ordinary shares, the Company is pleased to today announce a proposed issue of further ordinary shares of one pence each in the Company ("Ordinary Shares") to raise gross proceeds of approximately £100 million (the "Issue"), the details of which will be set out in the Prospectus expected to be published by the Company later today.

The Issue will be by way of a placing, open offer, offer for subscription and intermediaries offer for a target issue of up to 96,551,724 Ordinary Shares at an issue price of 103.5 pence per Ordinary Share (the "Issue Price"). The Issue Price represents a premium of 6.3 per cent. to the NAV per Ordinary Share as at 31 March 2021 (unaudited) and a discount of 3.5 per cent. to the closing price per Ordinary Share on 9 June 2021 of 107.2 pence per Ordinary Share (being the last Business Day prior to this announcement). The interim dividend in respect of the quarter ended 30 June 2021, which is expected to be 1.25 pence per Ordinary Share, is expected to be declared and paid in August 2021 (the "Q2 Dividend"). Accordingly, holders of Ordinary Shares issued pursuant to the Issue will be entitled to receive the Q2 Dividend in respect of those Ordinary Shares.¹

The Issue is conditional, inter alia, on the passing of the shareholder resolutions to be proposed at a general meeting of the Company expected to take place on or around 6 July 2021 (the "Issue Resolutions") (the "General Meeting"). The circular convening the General Meeting is expected to be published later today.

Investment Strategy, Financial Highlights and Pipeline

·    The Company was launched as a closed-ended investment company in December 2019 and has successfully committed the capital raised through its oversubscribed IPO

·    The Company has a broad mandate to invest in a diversified portfolio of Renewable Energy Assets across Europe, including the UK, and Australia

·    As at 9 June 2021, the Company's portfolio comprises 24 Renewable Energy Assets of which 22 are solar assets and 2 are wind assets with an aggregate total capacity of 315MW. All the Renewable Energy Assets are currently operational except for 2 wind assets which are expected to become operational in H2 2021 and H2 2022. In addition, 5 Renewable Energy Assets have been conditionally acquired of which 4 are solar assets and 1 is a wind asset

·    The Company's differentiated strategy includes:

o  targeting higher NAV growth by investing in higher yielding Renewable Energy Assets that are in construction or construction ready and, subject to the investment limit of 5 per cent. of Gross Asset Value set out in the Company's investment policy, Development Renewable Energy Assets; and

o  targeting a diversified portfolio across different jurisdictions, different technologies, different stages of development and different revenues streams, through which the Company seeks to spread, and therefore reduce, some of the key underlying risks relating to Renewable Energy Assets

·    The Investment Manager has identified a number of Renewable Energy Assets with an aggregate value of approximately £1.3 billion which the Investment Manager considers would meet the Company's investment policy and therefore would potentially be suitable for acquisition by the Company ("Pipeline Assets"). The Pipeline Assets are located in the UK, Germany, Ireland, Poland, Sweden and Finland

·    The Investment Manager has undertaken preliminary due diligence in relation to the Pipeline Assets and has made non-binding offers in relation to the Pipeline Assets which are not held in Octopus Managed Funds. Pipeline Assets with a value of approximately £256 million are under exclusivity to the Company. Of these Pipeline Assets under exclusivity, 71MW are held in Octopus Managed Funds

·    The Company is targeting a dividend of 5 pence per Ordinary Share in respect of the financial year to 31 December 2021[1]^,2

·    The Company is targeting a net total Shareholder return of 7 per cent. to 8 per cent. per annum over the medium to long term¹

Issue Highlights

·    Issue of up to 96,551,724 Ordinary Shares pursuant to an Open Offer, Placing, Offer for Subscription and Intermediaries Offer, target gross proceeds of approximately £100 million

·    Shareholders who qualify for the Open Offer ("Qualifying Shareholders") will be offered the opportunity to participate in the Open Offer on the basis of 8 new Ordinary Shares for every 29 existing Ordinary Shares (the "Open Offer Entitlement")

·    Qualifying Shareholders will also be offered the opportunity to subscribe for Ordinary Shares in addition to their Open Offer Entitlement under an excess application facility (the "Excess Application Facility")

·    If commitments and applications are received for more than 96,551,724 Ordinary Shares pursuant to the Issue, the Directors have reserved the right, in consultation with Peel Hunt and the Investment Manager, to increase the size of the Issue to a maximum of 144,927,536 Ordinary Shares 

·    The Issue Price is 103.5 pence per new Ordinary Share. This represents a premium of 6.3 per cent. to the unaudited NAV (cum income) per Ordinary Share as at 31 March 2021 of 97.39 pence

·    The Issue Price represents a discount of 3.5 per cent. to the closing price per Ordinary Share on 9 June 2021 of 107.2 pence per Ordinary Share (being the last Business Day prior to this announcement)

·    The interim dividend in respect of the quarter ended 30 June 2021, which is expected to be 1.25 pence per Ordinary Share, is expected to be declared and paid in August 2021 (the "Q2 Dividend"). Accordingly, holders of Ordinary Shares issued pursuant to the Issue will be entitled to receive the Q2 Dividend in respect of those Ordinary Shares¹

Phil Austin, Chairman of Octopus Renewables Infrastructure Trust plc, commented:

"We are pleased to publish our new Prospectus, outlining our planned fundraise which follows 18 months of good progress as a listed investment trust. During this time the Investment Manager has successfully committed the funds raised at the time of the IPO, in line with our stated strategy. The sector continues to see positive growth as more investors realise the need to invest in assets that look to reduce the carbon footprint. We'd like to thank our shareholders for their continued support to date, as we look towards this fundraising to finance ORIT's next chapter of growth. We look forward to updating shareholders on our progress with the fundraising."

Chris Gaydon, Investment Director at Octopus Renewables, commented:

"We have had a very positive start since listing in December 2019, having built a portfolio of 24 assets across a variety of different sectors and geographies within ORIT's mandate. This fundraising will enable us to maximise the opportunities from our strong pipeline of potential investments, continue our growth trajectory and develop the portfolio further."

For further information please contact:

Capitalised terms used in this announcement have the meanings given to them in the Prospectus expected to be published by the Company later today.

Notes:

1. The dividend and return targets stated above are targets only and not profit forecasts. There can be no assurance that these targets will be met, or that the Company will make any distributions at all and they should not be taken as an indication of the Company's expected future results. The Company's actual returns will depend upon a number of factors, including but not limited to, the Company's net income and the level of ongoing charges. Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend and target net total Shareholder return are reasonable or achievable. The net total Shareholder return target is based on the IPO issue price of 100 pence per Ordinary Share.

2. The Company pays dividends on a quarterly basis and in line with its dividend target for the year ending 31 December 2021 the Company paid an interim dividend of 1.25 pence per Ordinary Share on 7 June 2021 (in respect of the period from 1 January 2021 to 31 March 2021).

Expected timetable

*Underlying Applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.

The dates and times specified are subject to change subject to agreement between the Company and Peel Hunt.  All references to times in announcement are to London time unless otherwise stated.  Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service.

Background to, reasons for, and benefits of the Issue

Background

Since the Company's successful launch in December 2019, the Company has committed the IPO proceeds through investment into a number of Renewable Energy Assets in accordance with the Company's investment policy. As at the date of this announcement, the Company's portfolio comprises 24 Renewable Energy Assets of which 22 are solar assets and 2 are wind assets with an aggregate total capacity of 315MW. All the Renewable Energy Assets are currently operational except for 2 wind assets which are expected to become operational in H2 2021 and H2 2022. In addition 5 Renewable Energy Assets have been conditionally acquired of which 4 are solar assets and 1 is a wind asset. Further details of the Company's current portfolio are set out in paragraph 1 of Part 4 of the registration document.

Reasons for the Issue

The Investment Manager has identified a significant pipeline of Renewable Energy Assets with a value of approximately £1.3 billion. These Pipeline Assets are located in the UK, Germany, Ireland, Poland, Sweden and Finland and within these investment opportunities, Pipeline Assets with a value of £256 million are under exclusivity to the Company and approximately £1 billion relates to projects over which the Investment Manager has submitted non-binding offers.

In addition to the above assets, the Investment Manager has identified further renewable energy investments with an aggregate value of approximately £3 billion which would potentially be suitable for acquisition by the Company. Further details of the pipeline are set out in paragraph 2 of Part 4 of the registration document.

In addition to the investment opportunities the Investment Manager is progressing on behalf of the Company, the Group has certain near-term investment obligations in relation to the construction of a wind asset and the conditional acquisition of a wind asset.

The Directors intend to use the net proceeds of the Issue to repay all outstanding monies, if any, which have been drawn down under the Group's £150 million Revolving Credit Facility. As at the Latest Practicable Date, no amount has been drawn down under the Revolving Credit Facility. Any net proceeds in excess of the amount drawn down under the Revolving Credit Facility (if any) on Admission shall be deployed to satisfy any investment obligations in relation to the construction of the Ljungbyholm Wind Farm, details in relation to which will be set out at paragraph 1 of Part 4 of the registration document which total approximately £3 million as at the date of this announcement, to acquire, and to fund construction costs (which are not yet committed) in relation to, the Cumberhead Wind Farm, details in relation to which will be set out at paragraph 1 of Part 4 of the registration document or to purchase investments which are consistent with the Company's investment objective and investment policy, which may include certain of the Pipeline Assets.

To the extent that the Company raises an amount lower than the amount, if any, drawn under its Revolving Credit Facility on Admission, the net proceeds of the Issue will be solely used to pay down the Revolving Credit Facility to the extent possible.

The Investment Manager and the Board believe that, with the Octopus Renewables team's experience and the preparatory work undertaken by it to date, suitable assets will be identified, assessed and acquired such that the balance of the net proceeds of the Issue following repayment of all outstanding monies which have been drawn down under the Revolving Credit Facility, if any, will be substantially committed within 6 months of Admission. It is expected that any operational assets acquired by the Company will be revenue generating on acquisition. Construction ready solar and onshore wind assets are expected to be completed and operational within 6-12 months and 9-24 months respectively. In construction solar and onshore wind assets are expected to be completed and operational in shorter timeframes depending on the stage of construction of the relevant asset on acquisition. Development Renewable Energy Assets are expected to require longer timeframes (i) to be completed and operational; and/or (ii) in respect of investments into developers, for value to be realised from the investment.

Benefits of the Issue

The Board believes that the Issue will have the following benefits for Shareholders and the Company:

a)    the additional assets forming the pipeline identified by the Investment Manager, if acquired, whether through direct investment of the proceeds of the Issue or through debt drawn down under the Revolving Credit Facility, are expected to further diversify the Company's portfolio of Renewable Energy Assets in terms of geography, technology, regulatory regime and Offtaker;

b)    the Issue is expected to broaden the Company's investor base and enhance the size and liquidity of the Company's share capital; and

c)    growing the Company through the Issue will spread the fixed operating costs over a larger capital base, thereby reducing the Company's ongoing charges ratio.

The Issue

The Issue will launch today and will close on 6 July 2021. The Issue Price is 103.5 pence per Ordinary Share which represents a premium of 6.3 per cent. to the Company's unaudited NAV (cum income) per Ordinary Share as at 31 March 2021 and a discount of 3.5 per cent. to the closing price per Ordinary Share on 9 June 2021 of 107.2 pence per Ordinary Share (being the last business day prior to this announcement). The target number of Ordinary Shares to be issued pursuant to the Issue is 96,551,724 Ordinary Shares and the target Gross Issue Proceeds is approximately £100 million (assuming that 96,551,724 Ordinary Shares are issued pursuant to the Issue). The number of Ordinary Shares to be issued pursuant to the Issue is not known as at the date of this announcement but will be notified by the Company via a Regulatory Information Service prior to Admission. If commitments and applications are received for more than 96,551,724 Ordinary Shares pursuant to the Issue, the Directors have reserved the right, in consultation with Peel Hunt and the Investment Manager, to increase the size of the Issue to a maximum of 144,927,536 Ordinary Shares. 

It is anticipated that dealings in Ordinary Shares issued pursuant to the Issue will commence on 9 July 2021. Applications will be made to the FCA and the London Stock Exchange for all of the Ordinary Shares issued pursuant to the Issue to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that Admission will become effective, and that dealings in the Ordinary Shares will commence at 8.00 a.m. on 9 July 2021. If any Ordinary Shares are issued in certificated form it is expected that share certificates would be despatched during the week commencing 19 July 2021 (or as soon as possible thereafter). No temporary documents of title will be issued.

The Issue is being made by way of the Open Offer, Placing, Offer for Subscription and Intermediaries Offer.

The Placing

Peel Hunt has agreed to use its reasonable endeavours to procure subscribers pursuant to the Placing on the terms and subject to the conditions set out in the Placing Agreement.

The terms and conditions of the Placing will be set out in paragraph 6.1 of Part 7 of the registration document. The Placing is not underwritten.

The Open Offer

Qualifying Shareholders are being offered the opportunity, under the Open Offer, to apply for up to 8 Ordinary Shares for every 29 Existing Ordinary Shares held and registered in their name as at the Record Date. The Open Offer is not underwritten.

The terms and conditions of application under the Open Offer will be set out in Part 3 of the securities note.

The Offer for Subscription

Ordinary Shares will also be made available to the public under the Offer for Subscription. The

Offer for Subscription is only being made in the UK, the Channel Islands and the Isle of Man.

The terms and conditions of application under the Offer for Subscription will be set out in Part 4 of the securities note. The Offer for Subscription is not underwritten.

The Intermediaries Offer

Investors may also subscribe for Ordinary Shares pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom, the Channel Islands and the Isle of Man are eligible to participate in the Intermediaries Offer.  The Intermediaries Offer is not underwritten.

Further details of the Issue will be included in the Prospectus.

General Meeting

The Issue requires the approval of Shareholders pursuant to the Companies Act and the Directors are accordingly convening a General Meeting to be held at Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY on Tuesday, 6 July 2021 at 3.30 p.m. in order to seek Shareholder authority to issue up to 144,927,536 Ordinary Shares pursuant to the Issue. The formal notice convening the General Meeting will be set out on pages 16 to 18 of the circular expected to be published today.

The Resolutions that will be put to Shareholders at the General Meeting are to:

•             authorise the allotment of up to 144,927,536 Ordinary Shares (representing 41 per cent. of the issued share capital of the Company as at the date of this announcement) pursuant to the Issue; and

•             disapply statutory pre-emption rights otherwise applicable to the allotment of Ordinary Shares issued pursuant to the Issue such that such Ordinary Shares do not first have to be offered to Shareholders in proportion to their holdings of Ordinary Shares.

If both Resolutions are passed, the Directors will be authorised to issue up to 144,927,536 Ordinary Shares for cash on a non-pre-emptive basis pursuant to the Issue, in addition to its existing authorities.

The Ordinary Shares to be issued pursuant to the Issue will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares by reference to a record date after Admission.

The interim dividend in respect of the quarter ended 30 June 2021, which is expected to be 1.25 pence per Ordinary Share, is expected to be declared and paid in August 2021. Accordingly, holders of Ordinary Shares issued pursuant to the Issue will be entitled to receive the Q2 Dividend in respect of those Ordinary Shares.

The authorities conferred by the Resolutions, if passed, will lapse 3 months following the passing of those Resolutions.

The AIFM, the Investment Manager and the Octopus Reorganisation

The Company has appointed Octopus AIF Management Limited, a member of the Octopus Group to be the alternative investment fund manager of the Company for the purposes of the UK AIFM Regime. Accordingly, the AIFM is responsible for the portfolio management of the Company and for exercising the risk management function in respect of the Company. The AIFM has delegated portfolio management services including responsibility for managing cash not yet invested by the Company or otherwise applied in respect of the Company's operating expenses with the aim of preserving capital value to Octopus Investments Limited, a fellow member of the Octopus Group. Within Octopus Investments Limited, portfolio management services are provided by the Octopus Renewables team.

Following the Company's announcement made on the 26 March 2021 regarding the Octopus Reorganisation by way of the proposed acquisition of Octopus Renewables by Octopus Energy Group, the Company currently anticipates that the proposed Octopus Reorganisation will complete in early July 2021.  Octopus AIF Management Limited will remain the alternative investment fund manager of the Company and portfolio management will be delegated to Octopus Renewables Limited, as the Company's new investment manager (the "New Investment Manager"). There will be no change to Octopus Renewables' leadership or people, and specifically, the Company's investment management team will remain the same and service levels will be uninterrupted by the transaction. Following completion of the Octopus Reorganisation, the New Investment Manager will be a wholly-owned subsidiary of Octopus Energy Group Limited. Octopus Capital is the largest shareholder in Octopus Energy Group Limited. 

Key Investment Risks

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results. Actual performance will, among other things, depend on factors such as wholesale power prices, power purchase agreements, regulatory environment, government incentives, exchange rates, inflation, grid connections, asset concentrations site performance.

The Company will invest in renewable assets under construction and may invest into renewable assets which are in development and, therefore, may be exposed to certain risks, such as permit rejection, lack of grid capacity, cost overruns, construction delay and construction defects, which may be outside the Company's control.

Investment valuation is based on financial projections for the Company's relevant Renewable Energy Assets. Projections will primarily be based on the Investment Manager's assessment and are only estimates based on assumptions made at the time of the projection.

Disclaimer

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus published by the Company and not in reliance on this announcement. Copies of the Prospectus may, subject to certain access restrictions, be obtained from the registered office of the Company and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website, https://www.octopusrenewablesinfrastructure.com. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. Approval of the prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Company's securities.

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Octopus Investments Limited, which is authorised and regulated by the FCA, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, county or other jurisdiction of the United States and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under the Securities Act and in compliance with the securities laws of any state, county or any other jurisdiction of the United States. No public offering of securities is being made in the United States.

Furthermore, any securities that may be issued in connection to the matters referred to herein may not be offered or sold indirectly or indirectly in, into or within the United States or to or for the account or benefit of U.S. Persons except under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act of 1940, as amended.

Outside the United States, the securities may be sold to persons who are not U.S. Persons pursuant to Regulation S.

Further, this announcement is not for release, publication or distribution into Australia, New Zealand, Canada, Singapore, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Company's securities may be lawfully marketed) or any other jurisdiction where such distribution is unlawful.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Peel Hunt LLP ("Peel Hunt") is  authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the Issue and the other arrangements referred to in the Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Issue, Admission and the other arrangements referred to in this announcement and in the Prospectus.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement contains forward looking statements, including, without limitation, statements including the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the AIFM, the Investment Manager, the New Investment Manager and Peel Hunt expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by FSMA, the Prospectus Regulation Rules, UK MAR or other applicable laws, regulations or rules.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Peel Hunt or any of its affiliates, 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 any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Peel Hunt and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that Ordinary Shares to be issued pursuant to the Issue 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 UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt 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 UK 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 Ordinary Shares.

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