Octopus Renewables Infrastructure Trust

19 November 2021

LEI: 213800B81BFJKWM2JV13

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, BY ANY MEANS OR MEDIA IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND AND THE NETHERLANDS (THE "ELIGIBLE MEMBER STATES")) OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE, AS AMENDED FROM TIME TO TIME, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("EUWA").

THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC, HAVE BEEN APPROVED BY OCTOPUS RENEWABLES LIMITED (THE "INVESTMENT MANAGER") AS A FINANCIAL PROMOTION SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA").

Octopus Renewables Infrastructure Trust plc

("ORIT" or the "Company")

Proposed Placing of New Ordinary Shares

Octopus Renewables Infrastructure Trust plc is pleased to announce its intention to conduct a placing of up to 70,000,000 new Ordinary Shares ("Placing Shares") to raise gross proceeds of up to approximately £73.9 million (the "Placing") at a price of 105.5 pence per New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Placing, there will be an offer made by the Company of new Ordinary Shares on the Peel Hunt Retail Capital Markets 'REX' portal ("REX Retail Offer Shares" and together with the Placing Shares, the "New Ordinary Shares") at the Issue Price (the "REX Retail Offer") to provide retail investors in the United Kingdom with an opportunity to participate in the Company's fundraising plans. A separate announcement will be made shortly regarding the REX Retail Offer and its terms. For the avoidance of doubt, the REX Retail Offer is not part of the Placing.

Highlights

·      The Company has fully committed the proceeds of the Company's oversubscribed July 2021 fundraising

·      Placing and the REX Retail Offer to raise total gross proceeds of up to approximately £73.9 million

·      The Investment Manager has identified a number of Renewable Energy Assets with an aggregate value of approximately £1.5 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, France, the Netherlands, Spain, Sweden and Finland⁽¹⁾

·      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 £423 million are under option and/or in advanced or bilateral negotiations with an additional approximately £1.1 billion of Pipeline Assets over which Investment Manager has submitted non-binding offers⁽¹⁾

·      In addition to the above assets, the Investment Manager has identified further renewable energy investments with an aggregate value of approximately £3.0 billion which would potentially be suitable for acquisition by the Company⁽¹⁾

·      The maximum number of New Ordinary Shares available to be issued pursuant to the Placing and the REX Retail Offer is 70,000,000, representing approximately 14.1% of the Company's existing issued share capital

·      The Issue Price is 105.5 pence per New Ordinary Share. This represents a premium of approximately 6.4% to the Company's unaudited Net Asset Value per Ordinary Share as at 30 September 2021 of 99.16 pence per Ordinary Share

·      The Issue Price represents a discount of approximately 4.1% to the closing price per Ordinary Share on 18 November 2021 of 110.0 pence per Ordinary Share

·      FY 2021 dividend target of 5 pence per Ordinary Share, of which 3.75 pence has been declared or paid, with progressive dividend target thereafter⁽²⁾

·      Interim dividend in respect of the quarter ending 31 December 2021, which is expected to be 1.25 pence per Ordinary Share, is expected to be declared in February 2022 and paid in March 2022 (the "Q4 Dividend"). All holders of Ordinary Shares on relevant record date in February 2022 will be entitled to receive the Q4 Dividend⁽³⁾

·      The Placing closes at 5.00 p.m. on 2 December 2021

·      Peel Hunt LLP ("Peel Hunt") is acting as the Company's sole broker, bookrunner and REX Retail Offer co-ordinator

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

"Following full commitment of the proceeds of the capital raise earlier this year and as we approach the second anniversary of the Company's successful IPO, we are pleased to today launch this further fundraise. Our Investment Manager has identified a strong pipeline of renewable energy projects across Europe that would be suitable acquisitions for ORIT, and as energy transition becomes even more of a focus globally, the need to capitalise on this pipeline of opportunities becomes ever more important. We thank our shareholders for their continued support to date as we look towards this fundraising to further expand and diversify ORIT's portfolio."

Expected Timetable in relation to the Placing

Dealing codes

TIDM:     ORIT

ISIN:        GB00BJM02935

SEDOL:   BJM0293

For further information, please contact:

About the Company

Octopus Renewables Infrastructure Trust plc is a closed-ended investment company incorporated in England and Wales.

The Company's investment objective is to provide investors with an attractive and sustainable level of income returns, with an element of capital growth, by investing in a diversified portfolio of Renewable Energy Assets in Europe and Australia.

ORIT classifies itself as an impact fund with a core impact objective of accelerating the transition to net zero through its investments. ORIT's ordinary shares were admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market of the London Stock Exchange on 10 December 2019.

ORIT is managed by one of the largest renewable energy investors in Europe, Octopus Renewables Limited.

Background

Since the Company's successful launch in December 2019, the Company has committed the IPO proceeds and fully committed the proceeds raised pursuant to an oversubscribed secondary fundraise completed in July 2021 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 28 Renewable Energy Assets with an aggregate total capacity of 424MW of which 22 are solar assets, 5 are wind assets and 1 is an investment into a developer. All the Renewable Energy Assets are currently operational except for 4 wind assets which are expected to become operational between H2 2021 and H2 2022. In addition, 9 Renewable Energy Assets have been conditionally acquired, all of which are solar assets, and an option agreement has been entered into for the acquisition of 2 wind assets.

As at 18 November 2021, the Company's portfolio composition broken down by total invested basis and by MW of installed capacity was as follows ^(4,5):

Note: percentages may not add up to 100% due to rounding.

As at 18 November 2021, debt drawn by members of the Company's Group was equal to 23.7% of the Company's Gross Asset Value (as at 30 September 2021, adjusted for acquisitions and debt drawn since and up to 18 November 2021). In the period from 1 October 2021 to 31 December 2023, 70% of the revenues expected to be received by the Renewable Energy Assets in the Company's portfolio are fixed price in nature.

Recent Investment Highlights

July 2021

·      Ljungbyholm Wind Farm, Sweden

o  Ljungbyholm became fully operational, with construction of the wind farm completed on budget and on schedule

o  This 48MW onshore wind farm project was the Company's first investment and was acquired from OX2 in March 2020 as a construction ready project

o  Construction completion led to the crystallisation of a €6m construction gain through discount rate reductions since acquisition, reflecting the de-risking of the project and demonstrating the ability to achieve enhanced returns through successfully managing construction risks

·      Solar PV Sites, Ireland

o  Conditional acquisition of five solar PV sites near Dublin, Ireland from Statkraft

o  Expected installed capacity of up to 250MW

o  Completion of the acquisition is conditional upon four of the sites becoming fully operational, which is expected to occur in H2 2022. These four sites benefit from a CFD awarded as part of the Irish RESS-1 auction, providing fixed-price revenues until 2037

o  Total consideration of c. €138 - €145 million (approximately £119 - £125 million), payable, apart from any deferred consideration in respect of the fifth site, on completion

o  The Company has secured a fully amortising debt facility of up to €88 million (expecting £70 to £76 million to be utilised) from Allied Irish Banks plc and La Banque Postale to part finance the acquisition of the operational sites

August 2021

·      Simply Blue Group, Ireland

o  Investment of €7.5m (c.£6.4m) into Simply Blue Holdings Limited, the parent company of the Simply Blue Group ("SBG"). SBG is a developer of sustainable marine projects focused on floating offshore wind

o  SBG has developed a significant pipeline of floating offshore wind projects to-date, primarily in the waters of the UK and Ireland. With a background in marine development, SBG also has interests in wave energy and ancillary interests in sustainable aquaculture. SBG is headquartered in Cork, Ireland, with offices in the UK and the US

September - November 2021

·      Cumberhead Onshore Wind Farm, Scotland

o  Completed the acquisition of the ready to build 50MW Cumberhead wind farm in South Lanarkshire, Scotland in September

o  In October, entered into turbine supply agreement for 12 Nordex turbines

o  Site works commenced with the project expected to reach full operations in Q4 2022

o  In November, entered into 10 year fixed-price PPA with Kimberley Clark Limited

o  Total consideration for the acquisition and construction is expected to be c. £75 million

October 2021

·      Krzecin and Kuslin Onshore Wind Farms, Poland

o  Acquired two in-construction onshore wind farms in Poland from the PNE Group, an experienced German developer of wind projects across Europe

o  The "Krzecin" and "Kuslin" wind farms, with a combined capacity of 58.8 MW once completed, will benefit from a high percentage of fixed price revenues under the Polish CFD scheme, until 2038

o  Construction of the "Krzecin" wind farm in the north-west of Poland and the "Kuslin" wind farm in western Poland commenced in Q4 2020 and these projects are expected to be commissioned in Q4 2021 and in mid-2022 respectively

o  Total investment amount including debt funding for both projects is expected to be PLN 568m (c.£105m). The projects are part financed by the European Bank for Reconstruction and Development and BayernLB

·      Saunamaa and Suolakangas Onshore Wind Farms, Finland

o  Entered into call option agreement over the Saunamaa and Suolakangas wind farms in Finland, including payment of a £45 million deposit (refundable should the acquisition not complete)

o  The two wind farms have a combined installed capacity of 71.4MW, and are in the final stages of commissioning. The acquisition under the option agreement is expected to take place in late 2021

o  These sites form part of the pipeline assets under exclusivity disclosed in the Company's prospectus dated 10 June 2021

Reasons for the Placing and the REX Retail Offer and use of proceeds

As outlined above, the Company has fully committed the proceeds of the July fundraise and continues to have access to a significant pipeline of investment opportunities. The Investment Manager has identified the Pipeline Assets, which have a value of approximately £1.5 billion and are located in the UK, Germany, France, the Netherlands, Spain Sweden and Finland. Within these investment opportunities, Pipeline Assets with a value of approximately £423 million are under option and/or in advanced or bilateral negotiations with an additional approximately £1.1 billion of Pipeline Assets over which Investment Manager has submitted non-binding offers⁽¹⁾.

The following tables provide an overview only of some of the characteristics of the Pipeline Assets the Investment Manager is targeting on behalf of the Company, which may or may not form part of the Company's portfolio of Renewable Energy Assets:

Pipeline Assets under option and/or in advanced or bilateral negotiations

Pipeline Assets subject to non-binding offers

*No information regarding size or number of assets is included as this is not applicable to Pipeline Assets which are Development Renewable Energy Assets.

In addition to the above assets, the Investment Manager has identified further renewable energy investments with an aggregate value of approximately £3.0 billion which would potentially be suitable for acquisition by the Company. The Investment Manager has not yet completed preliminary due diligence nor have offers (binding or non-binding) been made in relation to such potential investments. The Investment Manager will source additional Renewable Energy Assets on an ongoing basis.

Accordingly, in order, inter alia, to allow the Company to continue to take advantage of such investment opportunities and in light of ongoing demand for the Ordinary Shares, the Board is launching the Placing and later today will launch the REX Retail Offer.

The Directors intend to use the net proceeds from the Placing and the REX Retail Offer to repay all outstanding monies, if any, which have been drawn down under the Group's £150 million Revolving Credit Facility. As at the date of this announcement, no amount has been drawn down under the Revolving Credit Facility. The net proceeds of the Placing and the REX Retail Offer in excess of the amount drawn down under the Revolving Credit Facility (if any) shall be deployed to satisfy the Group's investment obligations in relation to the Spanish Solar Assets and the Irish Solar Assets which total approximately £80 to £85 million, excluding acquisition debt, as at the date of this announcement, to fund construction costs in relation to the Cumberhead Wind Farm in Scotland, or to purchase investments which are consistent with the Company's investment objective and investment policy.

The Directors believe that the Placing and the REX Retail Offer will have the following benefits for Shareholders and the Company:

·      the additional assets forming the pipeline identified by the Investment Manager, if acquired, are expected to further diversify the Company's portfolio of Renewable Energy Assets in terms of geography, technology, regulatory regime and Offtaker;

·      the Placing and the REX Retail Offer are expected to broaden the Company's investor base and enhance the size and liquidity of the Company's share capital; and

·      the fixed operating costs of the Company will be spread over a larger capital base, thereby reducing the Company's ongoing charges ratio.

The Investment Manager and the Board believe that, with the Investment Manager's experience and the preparatory work undertaken by it to date, suitable assets will be identified, assessed and acquired such that the net proceeds of the Placing and the REX Retail Offer will be substantially committed by Q1 2022.

Overview of the Placing and the REX Retail Offer

Pursuant to the Placing and REX Retail Offer, the Company may issue up to 70,000,000 New Ordinary Shares to raise up to approximately £73.9 million (gross) or approximately £72.4 million (net of expenses) at the Issue Price of 105.5 pence per Ordinary Share. Each of the Placing and the REX Retail Offer is not pre-emptive.

The Placing will commence immediately following this announcement and will be closed at 5.00 p.m. on 2 December 2021 but may be closed earlier or later at the discretion of Peel Hunt. A separate announcement will be made shortly regarding the REX Retail Offer and its terms. For the avoidance of doubt, the REX Retail Offer is not part of the Placing.

Applications will be made to the Financial Conduct Authority and the London Stock Exchange for all of the New Ordinary Shares to be admitted to listing on the premium listing segment of the Official List and to trading on the premium segment of the Main Market of the London Stock Exchange respectively. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 7 December 2021. The Placing Shares will, following  Admission, rank pari passu in all respects with the existing Ordinary Shares and the REX Retail Offer Shares. Subscribers will be entitled to the Q4 2021 dividend, expected to be declared at 1.25p per Ordinary Share in February 2022 and paid in March 2022.⁽³⁾

The Issue Price is calculated by reference to the net asset value per Ordinary Share as at 30 September 2021 (unaudited) of 99.16 pence plus a premium.

The maximum number of Placing Shares that can be issued to institutional investors pursuant to the Placing is 70,000,000. This maximum number is governed by the maximum number of shares that can be issued by the Company pursuant to the authorities to allot on a non-pre-emptive basis granted by the Company's shareholders at its general meeting held on 8 April 2021 (such authority to expire at the conclusion of the annual general meeting to be held in 2022). This maximum number of Placing Shares represents approximately 14.1% of the Company's current total issued share capital. The maximum number of Placing Shares issued pursuant to the Placing will be reduced by the number of REX Offer Retail Shares issued under the REX Retail Offer. It is a term of the REX Retail Offer that the total value of the REX Retail Offer Shares available for subscription at the Issue Price does not exceed the Sterling equivalent of €8 million. The Company reserves the right to scale back any order at its discretion.

Peel Hunt has agreed to use its reasonable endeavours to procure Placees pursuant to the Placing for the Placing Shares at the Issue Price on the terms and subject to the conditions set out in the placing agreement which has been entered into between, inter alia, the Company and Peel Hunt. The Placing is not being underwritten. In the event that commitments under the Placing exceed the maximum number of Placing Shares available, applications under the Placing will be scaled back. The Placing is conditional upon, inter alia, Admission occurring not later than 8.00 a.m. on 7 December 2021 (or such later date and time as may be agreed between the Company and Peel Hunt, not being later than 31 December 2021).

The terms and conditions that apply to any subscription for Placing Shares procured pursuant to the Placing are set out in the Appendix to this announcement.

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 and 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.

Notes:

(1)    There is no assurance that any of the assets which make up the pipeline will remain available for purchase after Admission or, if available, at what price (if a price can be agreed at all) the investments can be acquired by the Company. Following Admission the Company may or may not purchase any pipeline assets. Investments not comprised in the pipeline assets may also become available.

(2)    The dividend and return targets stated 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 level of ongoing charges. Accordingly, potential investors should not place any reliance on these targets and should decide for themselves whether or not the target dividend and target net total shareholder return are reasonable or achievable. Investors should note that references in this document to "dividends" and "distributions" are intended to cover both dividend income and income which is designated as an interest distribution for UK tax purposes and therefore subject to the interest streaming regime applicable to investment trusts.

(3)    There can be no assurance that the Q4 Dividend will be paid and the statement in respect of the expected Q4 Dividend should not be taken as an indication of the Company's expected future results and is not a profit forecast.

(4)    Portfolio composition on a total invested basis in line with the Company's investment policy (including the amount committed to the conditional acquisitions in Spain, Ireland and Finland) as at 18 November 2021 based on unaudited valuations at 30 September 2021 or investment cost where investment was made after 30 September 2021. The investments are valued on an unlevered basis and including amounts committed but not yet incurred.

(5)    Portfolio composition by MW on a current invested basis (and therefore exclude the amount committed to the conditional acquisitions in Spain, Ireland and Finland) as at 18 November 2021.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this announcement.

IMPORTANT NOTICES

This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any Ineligible Member State or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a "US Person"). No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act.

This announcement, including the Appendix, does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any Ineligible Member State or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Restricted Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Peel Hunt or any of their Affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions set out and referred to herein are directed only at persons selected by Peel Hunt who are (a) if in the United Kingdom, persons who (i) are "qualified investors", as defined in the UK version of Regulation (EU) 2017/1129 as amended from time to time which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") (ii) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in Article 49(2)(a) to (d) of the FPO; 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 (b) persons in the Eligible Member States who are "professional investors" for the purposes of Directive 2011/61/EU as amended (the "AIFMD") and qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); or (c) otherwise persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). By accepting the terms of this announcement, you represent and agree that you are a Relevant Person. This announcement may not be distributed in any Ineligible Member State.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.

The Company is established in the United Kingdom and is supervised by the Financial Conduct Authority and investors should note that neither the Company nor any investment in the Company is or will be authorised, regulated or supervised by the Central Bank of Ireland (the "Central Bank"). Accordingly, the Central Bank has not set any limits or other restrictions on the investment objectives, the investment policies or on the degree of leverage which may be employed by the Company and the Central Bank is not responsible for the contents of this announcement. This announcement does not, and shall not be deemed to, constitute an invitation to the public in Ireland to purchase interests in the Company.

The offer of Placing Shares of the Company in Ireland and the distribution of this announcement may only be made in compliance with and subject to the conditions for the marketing of alternative investment funds in Ireland under the AIFMD in Ireland. The offer of Placing Shares of the Company in Ireland may be directed only to persons who qualify as "Professional Investors" as defined in the AIFMD in Ireland and otherwise in accordance with Commission Delegated Regulation 231/2013, the Irish European Union (Alternative Investment Fund Managers) Regulations 2013 (S.l. no 257 of 2013), as amended and any rules issued by the Central Bank pursuant thereto.

This announcement does not constitute a prospectus within the meaning of and has not been prepared in accordance with the EU Prospectus Regulation and it has not been reviewed, prior to it being issued, by the Central Bank of Ireland or other regulatory authority in Ireland, and therefore may not contain all the information required where a document is prepared pursuant to the EU Prospectus Regulation.

Prospective investors are advised that rules designed for the protection of retail investors do not apply to an investment in the Company and that investment in the Company is not covered by investor compensation regulations under Irish regulations. Each investor should consult his own counsel and accountant for advice concerning the various legal, tax and economic considerations relating to his investment.

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

This announcement 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 Renewables 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).

No representation or warranty, express or implied, is or will be made by the Company, Peel Hunt, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this announcement has been independently verified or approved by Peel Hunt or any of its partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Peel Hunt by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by Peel Hunt or any of its partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement or from any acts or omissions of the Company in relation to the Placing.

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", "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.

Any indication in this announcement of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting as the sole bookrunner to the Company in respect of the Placing. Peel Hunt is acting exclusively for the Company and for no-one else in connection with the Placing and the matters referred to herein, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Placing or any other matters referred to herein. Peel Hunt is not making any representation or warranty, express or implied, as to the contents of this announcement. Peel Hunt has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Peel Hunt for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this announcement and to be providing the representations, warranties, undertakings, indemnities acknowledgements and agreements contained in the Appendix.

None of Peel Hunt, the AIFM nor the Investment Manager, or any of their respective 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. Peel Hunt, the AIFM and the Investment Manager, and their respective 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.

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

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://octopusrenewablesinfrastructure.com/privacy-notice/.

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

DEFINITIONS USED IN THIS ANNOUNCEMENT

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND EXCEPT AS SET OUT BELOW IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO A RESTRICTED JURISDICTION.

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL HUNT WHO ARE (A) IF IN THE UNITED KINGDOM, PERSONS WHO (I) ARE QUALIFIED INVESTORS, AS DEFINED IN THE UK PROSPECTUS REGULATION (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; 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 (B) PERSONS IN THE ELIGIBLE MEMBER STATES WHO ARE "PROFESSIONAL INVESTORS" FOR THE PURPOSES OF THE AIFMD AND QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; OR (C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE ATTENTION OF ALL PROSPECTIVE INVESTORS IS DRAWN TO DISCLOSURES REQUIRED TO BE MADE UNDER THE ALTERNATIVE INVESTMENT FUND MANAGERS REGULATIONS 2013 (AS AMENDED BY THE ALTERNATIVE INVESTMENT FUND MANAGERS (AMENDMENT ETC.) (EU EXIT) REGULATIONS 2019) AND THE INVESTMENT FUNDS SOURCEBOOK ("FUND") FORMING PART OF THE FCA HANDBOOK (THE "UK AIFM REGIME") AND UNDER THE AIFMD WHICH ARE SET OUT ON THE COMPANY'S WEBSITE (INCLUDING AS SET OUT IN ITS MOST RECENT ANNUAL REPORT AND ACCOUNTS), WHICH WILL ALSO SET OUT (IF APPLICABLE) ANY PERIODIC UPDATES REQUIRED UNDER THE RULES IN FUND AND THE AIFMD.

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

The Placing Shares have not been and will not be registered under the US Securities Act or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US Person. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement may not be distributed in any Ineligible Member State.

No action has been taken by the Company, the AIFM, the Investment Manager, Peel Hunt or any of their respective Affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

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

Any indication in this announcement of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Information to distributors

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 (together, the "MiFID II Product Governance Requirements"); and the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients as defined in MiFID II and Regulation (EU) NO 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA and (c) eligible counterparties, each as defined in MiFID II and the FCA's Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II and the UK Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors 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, 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 MiFID II and COBS; 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.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each Placee by making or accepting an oral or written offer to take up Placing Shares is deemed to have read and understood this announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

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

Participation in, and principal terms of, the bookbuilding process

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Peel Hunt. Peel Hunt and its respective Affiliates are entitled to participate as Placees in the bookbuilding process.

The books will open at 8.00 a.m. (London time) on 19 November 2021 and are expected to close at 5.00 p.m. (London time) on 2 December 2021 but may be closed earlier (or later) at the absolute discretion of the Company, in consultation with Peel Hunt, who is acting as sole bookrunner in connection with the Placing. A further announcement will be made following the close of the bookbuilding process detailing the total number of Placing Shares which are being placed. Peel Hunt may, in agreement with the Company, accept bids that are received after the bookbuilding process has closed.

A bid in the bookbuilding process will be made on the terms and conditions in this announcement and will be legally binding on the Placee on behalf of which it is made and, except with Peel Hunt's consent, will not be capable of variation or revocation after the close of the bookbuilding process.

A Placee who wishes to participate in the bookbuilding process should communicate its bid by telephone or in writing to the usual sales contact at Peel Hunt. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. If successful, Peel Hunt will re-contact and confirm orally or in writing to Placees following the close of the bookbuilding process the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. Peel Hunt's oral or written confirmation of the size of allocations will constitute an irrevocable legally binding agreement in favour of the Company and Peel Hunt pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Peel Hunt. The terms of this Appendix will be deemed incorporated in that trade confirmation. Each such Placee will have an immediate, separate, irrevocable and binding obligation, owed to Peel Hunt, to pay it or (as it may direct) one of its Affiliates in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

The Company reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing after consultation with Peel Hunt. Peel Hunt also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of Peel Hunt. Peel Hunt shall be entitled to effect the Placing by such alternative method to the bookbuilding process as it shall in its absolute discretion determine. The Company reserves the right (upon consultation with Peel Hunt) to reduce the amount to be raised pursuant to the Placing.

To the fullest extent permissible by law, neither Peel Hunt nor any of its Affiliates nor any person acting on its behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Peel Hunt, nor any of its Affiliates nor any person acting on its behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the bookbuilding process or of such alternative method of effecting the Placing as Peel Hunt and the Company may determine. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to Peel Hunt. Following the oral or written confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Peel Hunt as agent of the Company, to pay to Peel Hunt (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire. Peel Hunt will procure the allotment of the Placing Shares to each Placee following each Placee's payment to Peel Hunt of such amount.

All obligations of Peel Hunt under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

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

The obligations of Peel Hunt under the Placing and Offer Agreement are conditional, inter alia, on Admission occurring not later than 8.00 a.m. on 7 December 2021 or such later time and/or date as may be agreed between the Company, the Investment Manager and Peel Hunt, not being later than 8.00 a.m. on 31 December 2021.

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing and Offer Agreement waived by Peel Hunt), or (b) the Placing and Offer Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither Peel Hunt, nor the Company, nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing and Offer Agreement or in respect of the Placing generally.

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

Right to terminate under the Placing and Offer Agreement

Peel Hunt may, at any time before Admission, terminate the Placing and Offer Agreement by giving notice to the Company, the AIFM and the Investment Manager if, inter alia:

1.     there has been a breach by the Company, the AIFM or the Investment Manager of any of the terms of the Placing and Offer Agreement which is material in the context of the Placing and/or the REX Retail Offer and such breach cannot be remedied or (if capable of remedy) has not been remedied prior to Admission;

2.     in the good faith opinion of Peel Hunt, there has been any development or event (or any development or event involving a prospective change of which the Company, the AIFM or the Investment Manager, as applicable, is aware) which will or is likely to have a material adverse effect on the financial or trading position or prospects of the Company, the AIFM or the Investment Manager (whether or not foreseeable at the date of the Placing and Offer Agreement); or

3.     there has been a material change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, in each case which, in the opinion of Peel Hunt (acting in good faith), is material in the context of the Company and its business.

By participating in the Placing, each Placee agrees with Peel Hunt that the exercise by Peel Hunt of any right of termination or other discretion under the Placing and Offer Agreement shall be within the absolute discretion of Peel Hunt and that Peel Hunt need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Peel Hunt shall have no liability whatsoever to the Placees in connection with any such exercise.

No Prospectus

The prospectus comprising a summary, registration document and securities note dated 10 June 2021 may not be relied upon in relation to this Placing. No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the Listing Rules) in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the EUWA ("UK MAR") (collectively "Exchange Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms to Peel Hunt and the Company that it has neither received nor relied on any information (other than the Exchange Information), representation, warranty or statement made by or on behalf of Peel Hunt (other than the amount of the relevant Placing participation in the oral or written confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on its behalf or the Company and neither Peel Hunt nor any of its Affiliates, any persons acting on its behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Peel Hunt for itself and as agent for the Company that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate 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 GB00BJM02935) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Peel Hunt reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Peel Hunt and settlement instructions. Placees should settle against CREST ID: 871. It is expected that such trade confirmation will be despatched on 3 December 2021 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Peel Hunt.

It is expected that settlement will be on 7 December 2021 on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Peel Hunt.

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 the base rate of LIBOR as determined by Peel Hunt.

Each Placee is deemed to agree that if it does not comply with these obligations, Peel Hunt may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Peel Hunt's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf and any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by Peel Hunt in respect of such sale. Such Placee shall remain liable and shall indemnify Peel Hunt (as agent for the Company) on demand for the full amount of any losses and of any costs which it may suffer or incur as a result of Peel Hunt (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for Peel Hunt. By communicating a bid for Placing Shares, each Placee confers on Peel Hunt all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Peel Hunt lawfully takes in pursuance of such sale.

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Peel Hunt nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

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

1.             represents, warrants and acknowledges that it has read and understood this announcement (including the Appendix) in its entirety and that its participation in the bookbuilding process and the Placing and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings contained herein and not in reliance on any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing or otherwise);

2.             acknowledges that the prospectus dated 10 June 2021 may not be relied upon in relation to this Placing; no prospectus or offering document has been or will be prepared in connection with the Placing; and it has not received and will not receive a prospectus or other offering document in connection with the bookbuilding process, the Placing or the Placing Shares;

3.             agrees to indemnify on an after-tax basis and hold harmless each of the Company, Peel Hunt, their respective Affiliates and any person acting on their behalf 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 announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

4.             acknowledges that the Ordinary Shares are admitted to the premium listing segment of the Official List of the FCA and admitted to trading on the premium segment of the main market of the London Stock Exchange, and the Company is therefore required to publish Exchange Information and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

5.             represents, warrants and agrees that if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for the Placing Shares that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any such territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the AIFM, the Investment Manager, the Registrar or Peel Hunt, or any of their respective officers, agents, employees or Affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

6.             represents, warrants and agrees that (a) the only information on which it is entitled to rely and the only information on which it has relied in making an offer to subscribe for the Placing Shares is contained in this announcement (including this Appendix) and the Exchange Information published prior to the date of this announcement, and such information is all that it deems necessary to make an investment decision in respect of the Placing Shares; and (b) it has neither received nor relied on any other information given or representations, warranties or statements made by Peel Hunt, the Company, the AIFM or the Investment Manager 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 Peel Hunt nor the Company nor the AIFM nor the Investment Manager will be liable for any prospective Placee's decision to make an offer to subscribe for the Placing Shares 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 and has independently made its own analysis and decision with regard to its commitment to subscribe for Placing Shares and it will not rely on any investigation that Peel Hunt, its Affiliates or any other person acting on its behalf has or may have conducted;

7.             acknowledges that the content of this announcement and the Exchange Information is exclusively the responsibility of the Company and that Peel Hunt, nor any of its Affiliates nor any person acting on its behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and neither Peel Hunt, nor any of its Affiliates nor any person acting on its behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise;

8.             acknowledges that it 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 is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its Affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

9.             represents and warrants that if it has received any inside information (for the purposes of MAR, UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed such information to any person, prior to the information being made publicly available;

10.          acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Peel Hunt, its Affiliates or any person acting on its behalf and understands that (i) Peel Hunt, nor any of its Affiliates nor any person acting on its behalf has or shall have any liability for public information or any representation; (ii) Peel Hunt, nor any of its respective Affiliates nor any person acting on its behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of this announcement, the date of Admission or otherwise; and that (iii) Peel Hunt, nor any of its Affiliates nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of this announcement, the date of Admission or otherwise;

11.          represents and warrants that it and each account it represents is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a citizen, resident or national of the United States, Australia, Canada, New Zealand, Japan, any Ineligible Member State or any jurisdiction in which it would be unlawful to make or accept an offer of the Placing Shares and acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa or any Ineligible Member State and, subject to certain exceptions, may not be offered, sold, transferred, taken up, renounced, distributed or delivered, directly or indirectly, within or into those jurisdictions;

12.          represents and warrants that it will not distribute, forward, transfer or otherwise transmit this announcement or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa or any Ineligible Member State;

13.          represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, Peel Hunt, any of its Affiliates or any person acting on its behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

14.          represents and warrants that it understands that the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act;

15.          represents and warrants that it understands that the Company has not been, and will not be, registered under the US Investment Company Act;

16.          represents and warrants that it is: (i) at the time of its application and at the time of settlement located outside the United States and is subscribing for the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the US Securities Act;

17.          represents and warrants that, (a) (i) it is not located in the United States; (ii) it is not a US Person and (iii) it is not acting for the account or benefit of a US 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 US Person in reliance on Regulation S;

18.          represents and warrants that it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

19.          represents and warrants that no portion of the assets used to purchase, and no portion of the assets used to hold, the Placing Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the US Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Code. In addition, if the Placee is a governmental, church, non-US or other plan that is subject to any federal, state, local or non-US law or regulation that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Code, its purchase, holding, and disposition of the Placing Shares will not constitute or result in a non-exempt violation of any such substantially similar law or regulation;

20.          acknowledges that the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under US securities laws to transfer such Placing Shares or interests in accordance with the articles of association of the Company;

21.          acknowledges that the Company is required to comply with FATCA and agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA;

22.          represents and warrants that, if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK) on the date of such Placee's agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;

23.          represents and warrants that, if it is acquiring any Placing Shares as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account;

24.          represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, 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 an Ineligible Member State or an Eligible Member State or the United Kingdom other than to persons (i) who are: "qualified investors" as defined in Article 2(e) of the EU Prospectus Regulation or Article 2(e) of the UK Prospectus Regulation or who otherwise fall within Article 1(4)(a) to (d) of the EU Prospectus Regulation or Article 1(4)(a) to (d) of the UK Prospectus Regulation (and which circumstances do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or the UK Prospectus Regulation (as the case may be)) and in each case (ii) who, if they are in Ireland, the United Kingdom or the Netherlands are also professional investors for the purposes of the AIFMD in Ireland and the Netherlands or the UK AIFM Regime in the United Kingdom (as the case may be) or in circumstances in which the prior consent of Peel Hunt has been given to the offer or resale;

25.          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 FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

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

27.          represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA, MAR, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, Peel Hunt has not received such satisfactory evidence, Peel Hunt may, in its absolute discretion, terminate the Placee's participation in the Placing in which event all funds delivered by the Placee to Peel Hunt will be returned without interest to the account of the drawee bank or Euroclear securities account from which they were originally debited;

28.          if in the United Kingdom, represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook 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;

29.          if in the United Kingdom represents and warrants that it is a is a qualified investor falling within Article 2(e) of the UK Prospectus Regulation;

30.          If in the Isle of Man, represents and warrants that it is (i) the holder of a licence issued under the Financial Services Act 2008, (ii) a person falling within exclusion 2(r) in Schedule 1 to the Regulated Activities Order 2011 (as amended) or (iii) a person whose ordinary business activities involve it acquiring, holding, managing or disposing of shares or debentures (as principal or agent) for the purposes of its business;

31.          represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares in any Ineligible Member State;

32.          represents and warrants that it is not located in an Ineligible Member State and, if it is located in Ireland or the Netherlands, represents and warrants that (i) it is a qualified investor falling within Articles 2(e) of the EU Prospectus Regulation and (ii) it is a "professional client" within the meaning of Annex II to the AIFMD;

33.          represents and warrants that, if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements or the UK Product Governance Requirements):

(a)           it acknowledges that the Target Market Assessment undertaken by the Investment Manager and Peel Hunt does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or COBS; 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 and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

(b)           notwithstanding any Target Market Assessment undertaken by the Investment Manager and Peel Hunt, it confirms that, other than where it is providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market; and

(c)           it acknowledges 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;

34.          undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Peel Hunt may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

35.          acknowledges that neither Peel Hunt, nor any of its Affiliates nor any person acting on its behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that Peel Hunt, nor any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Offer Agreement or for the exercise or performance of any of Peel Hunt's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

36.          undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) Peel Hunt 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 and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Peel Hunt which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

37.          acknowledges and agrees 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 agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Peel Hunt or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

38.          acknowledges and agrees that it irrevocably appoints any member of Peel Hunt as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

39.          acknowledges and agrees that time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing;

40.          represents and warrants that it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

41.          represents and warrants that any person who confirms to Peel Hunt on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Peel Hunt to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

42.          acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Peel Hunt will be responsible. If this is the case, the Placee should take its own advice and notify Peel Hunt accordingly;

43.          acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement (including this Appendix);

44.          to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this announcement;

45.          represents and warrants that, the Placee is not, and is not applying as, nor is it applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearing system;

46.          acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Peel Hunt, any money held in an account with Peel Hunt 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 relevant rules and regulations of the FCA. 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 Peel Hunt's money in accordance with the client money rules and will be used by Peel Hunt in the course of its business; and the Placee will rank only as a general creditor of Peel Hunt (as the case may be);

47.          acknowledges and understands that the Company, Peel Hunt, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

48.          acknowledges that the basis of allocation will be determined by the Company at its absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

49.          irrevocably authorises the Company and Peel Hunt to produce this announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein; and

50.          acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in 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.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Peel Hunt (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on its behalf) and are irrevocable.

No claim shall be made against the Company, Peel Hunt, its Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing.

Miscellaneous

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Peel Hunt 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, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Peel Hunt in the event that the Company and/or Peel Hunt have incurred any such liability to stamp duty or stamp duty reserve tax.

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

All times and dates in this announcement may be subject to amendment. Peel Hunt shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This announcement has been issued by the Company and is the sole responsibility of the Company.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Peel Hunt 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.

The rights and remedies of Peel Hunt and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to Peel Hunt:

(a)           if an individual, that Placee's nationality; or

(b)           if a discretionary fund manager, the jurisdiction in which the funds are managed or owned.