RNS Number : 5855J Equipmake Holdings PLC 25 October 2024 THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON FOR THE SALE OR SUBSCRIPTION FOR THE SECURITIES IN EQUIPMAKE HOLDINGS PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES. CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") HAVE THE MEANINGS GIVEN TO THEM IN APPENDIX 2 TO THIS ANNOUNCEMENT, UNLESS THE CONTEXT PROVIDES OTHERWISE. 25 October 2024 Equipmake Holdings PLC ("Equipmake" or the "Company") Proposed Placing and Subscription Equipmake, a market leader in engineering-driven differentiated electrification technologies, products and solutions across the automotive, truck, bus and speciality vehicle industries, announces its intention to raise gross proceeds of approximately £3 million in aggregate before expenses ("Gross Proceeds") by way of a proposed placing (the "Placing") and subscription (the "Subscription") of new ordinary shares of £0.0001 each in the Company ("New Ordinary Shares") at the price of 3 pence per New Ordinary Share (the "Issue Price") (the Placing and Subscription together being the "Fundraise"). The Fundraise will comprise: · A Placing of c.£ 2.1 million, conducted by way of an accelerated bookbuild process at the Issue Price (the "Bookbuild"), which will be launched immediately following this announcement in accordance with the terms and conditions set out in the Appendix to this announcement; and · A Subscription of c.£0.9 million, comprising approximately 30,000,000 New Ordinary Shares ("Subscription Shares") at the Issue Price, from existing and new investors, including an existing corporate partner and a director of the Company. The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement. Panmure Liberum Limited ("Panmure Liberum") and VSA Capital Limited ("VSA Capital") are acting as joint bookrunners (the "Joint Brokers") in connection with the Placing. The Issue Price represents a premium of approximately 9.1 per cent. to the closing mid-price per ordinary share on 24 October 2024, being the last Business Day prior to this announcement. The following sets out the background to, and the reasons for, the Fundraise and explains why the Directors consider the Fundraise to be in the best interests of the Company and its Shareholders as a whole. Rationale for the Fundraise The "Net Proceeds" of the Fundraise (being Gross Proceeds less costs of the Fundraise) will be used to strengthen the balance sheet to underpin the execution of and finance the Company's refocussed commercialisation strategy. Proceeds are expected to fund the working capital requirements of the Company for approximately six months from today's date. In order to progress its refocussed strategy (as further outlined below) the Company has a working capital requirement for the next 12 months of approximately £5.5 million. The Directors believe that this Fundraise will also help progress the Company further towards profitability and cash flow breakeven, which is a key goal to achieve as soon as possible. As stated in the Company's preliminary results for the year ended 31 May 2024 announced earlier today the Board recognises that the Group had limited cash resources, insufficient cash resources to take the Group to profitability, and therefore it will require further financing over the next 12 months in order to implement its growth strategy and to get to achieve cash breakeven and profitability. The Company is currently evaluating various sources of further additional finance. The Group is also currently in advanced stage discussions regarding a licence agreement with a major automotive supplier (the "Licence Agreement"). Should the Company enter into the Licence Agreement on the terms currently envisaged, which include a total of c. $6 million (equivalent to approximately £4.6 million) of milestone payments over the two years following entry into the Licence Agreement, the Group estimates it will have a working capital requirement of approximately £3 million over the next 12 months. At that stage, and if the terms and timetable envisaged in the Licence Agreement are met, the Group would anticipate reaching profitability, as measured by adjusted EBITDA level; (being EBITDA, defined as earnings before interest, taxation, depreciation and amortisation, as adjusted for any non-recurring costs or share based payment charges, if any) and cash breakeven in the following financial year ending 31 May 2026. Whilst the Group remains in advanced negotiations to secure the Licence Agreement and also has a pipeline of other potential licence contract discussions, there can be no certainty that the Group will secure the Licence Agreement either at all or on the currently anticipated terms, or any of the other potential licence contract wins. If, however, the above Licence Agreement were not to be consummated on the timetable envisaged, as stated in the Company's preliminary results for the year ended 31 May 2024 announced earlier today, the Board recognises that the Group would have insufficient cash resources to take the Group to profitability, and it would require further financing over the next 12 months in order to implement its growth strategy and to achieve cash breakeven and profitability. Refocussed Strategy As Equipmake's market position has strengthened, it intends to focus on higher margin business lines, principally the supply of EV components and drivetrain solutions and securing high value licence transactions. The Group has established valuable relationships with a number of OEMs within its EV Components and Drivetrain Supply business lines, including Perkins Engine Company Limited, a subsidiary of Caterpillar Inc., a leading South American truck, bus and utility vehicle manufacturer, Textron, a leading US aircraft, defence and industrials conglomerate, Emergency One, the largest manufacturer of fire trucks in the UK, and Rev Group, the manufacturer of speciality industrial vehicles, including fire trucks. As well as the Licence Agreement discussed above, the Group is also in advanced discussions with a number of other global OEM and Tier 1 suppliers, in relation to the supply of motors and inverters. These suppliers are looking to leverage Equipmake's high performance, differentiated offerings which include functional safety (a much sought after compliance requirement for road vehicles) and system integration expertise. There can be no guarantee that the Group will agree and enter into arrangements with such potential partners. Bus Repowering has provided meaningful revenues to date and has already successfully demonstrated the quality, reliability and significant benefits of the Company's solutions in real world operation on a wide variety of platforms, helping to accelerate traction with OEMs and Tier 1 suppliers in relation to components and drivetrain solutions supply. As the Group's market position has strengthened, it plans to rationalise its Bus Repowering offering towards a limited number of platforms and vehicles, with the objective of improving overall gross margins. The Group plans to actively encourage the supply of drivetrain solutions, as opposed to offering the full Bus Repowering, to those customers seeking to retrofit existing diesel vehicles with an EV drivetrain. Equipmake is also progressing a number of cost-reduction initiatives and manufacturing improvement programmes. These include switching battery sourcing as well as other component level sourcing for inclusion in the Group's product portfolio. Equipmake expects significant cost reduction from batteries and overall cost reductions from a number of initiatives to benefit gross margins from the second half of the current financial year. The Group intends to further strengthen its commercial team, particularly in the US and mainland Europe in order to accelerate commercialisation and closely manage key relationships with existing and potential OEM and Tier 1 partners. The Group does not expect to incur material capital expenditure. Use of Proceeds & Important Note The Company anticipates that the Net Proceeds of the Fundraise are expected to meet the Group's working capital requirements for approximately six months from today's date and that additional capital will be required to achieve a 12 month runway and to get to profitability and cash flow break-even in the absence of the Licence Agreement, if secured on the terms currently envisaged. In the event of any failure of the Fundraise to complete and Admission occur (which the Directors believe unlikely), given the short cash runway the Company currently has, the Directors believe that it is unlikely that the Company will be able to continue as a going concern and will have to review the options available to the Company. This Announcement should be read in its entirety. The Subscription As part of the Fundraise, existing and new investors, including an existing corporate partner and a director of the Company have indicated their intention to subscribe for approximately 30,000,000 New Ordinary Shares at the Issue Price raising gross proceeds of approximately £0.9 million. The Subscription is conditional on the completion of the Placing. At the time of this announcement, for the avoidance of doubt, no cash proceeds from the Subscription have been received by the Company. The Placing Panmure Liberum (together with its associates) is acting as corporate adviser to the Company and joint broker to the Placing. VSA Capital is acting as joint broker to the Placing. A placing agreement has been entered into between the Company and the Joint Brokers in connection with the Placing (the "Placing Agreement") which contains customary warranties and indemnities given by the Company, as well as customary termination rights. The Placing will be conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement. The timing of the closing of the Bookbuild and allocations in the Bookbuild are at the absolute discretion of Panmure Liberum, VSA and the Company. The result of the Placing will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten (in whole or in part) by Panmure Liberum, VSA or any other person. The Placing is conditional on completion of the Subscription. As part of the Placing, the Company is seeking to raise funds by the issue of new Ordinary Shares which are intended to be VCT qualifying ("the VCT Placing Shares" and the "VCT Placing", each defined below). The VCT Placing Shares to be issued pursuant to the VCT Placing will be capable of being a "qualifying holding" for the purposes of investment by venture capital trusts to investors seeking the benefit of tax advantages available to venture capital trusts, as governed by HMRC. The VCT Placing Shares will be unconditionally issued to the relevant Placees at First Admission (being one Business Day prior to the anticipated date of Second Admission, as defined below). No assurance has been obtained from HMRC that a subscription for Ordinary Shares is a "qualifying holding" under VCT legislation. The Placing is being conducted in two tranches comprising the VCT Placing and General Placing (each defined below). Admission, settlement and CREST The VCT Placing Shares will be allotted and issued pursuant to the VCT Placing and are expected to be admitted to trading on the Aquis Apex exchange on or around 4 November 2024 ("First Admission"). The General Placing Shares will be allotted and issued pursuant to the General Placing and are expected to be admitted to trading along with the Subscription Shares on the Aquis Apex exchange on or around 5 November 2024 ("Second Admission"). First Admission and Second Admission are conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of the VCT Placing Shares and the General Placing Shares. Expected timetable of principal events Announcement of the Placing 25 October 2024 Close of Placing and results of Placing and Subscription announced 25 October 2024 Admission and commencement of dealing in VCT Placing Shares At 8.00 a.m. on or around 4 November 2024 Admission and commencement of dealing in General Placing Shares and Subscription Shares At 8.00 a.m. on or around 5 November 2024 Expected date for despatch of definitive share certificates in respect of Placing Shares to be issued in certificated form Within 10 Business Days of Admission Notes: (1) (2) References to times in this Announcement are to London time (unless otherwise stated). Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company, in which event details of the new times and dates will be notified to Placees by the Joint Brokers or by an announcement through a Regulatory Information Service, as the case may be. Terms and conditions of the Bookbuild are set out in the Appendix below. The capitalised terms not otherwise defined in the text of this announcement are defined in the Appendix below. This summary should be read in conjunction with the full text of the following announcement. For further information, please contact: Equipmake Ian Foley, Founder and CEO Via St Brides Partners Tony Ratcliffe, CFO Panmure Liberum (Corporate Adviser and Joint Broker) Tel: +44 (0)20 7886 2500 James Sinclair-Ford / Anake Singh / Josh Moss Mark Murphy / Hugh Rich / Sam Elder VSA Capital Limited (Joint Broker) Tel +44 (0)20 3005 5000 Simon Barton / Alex Cabral St Brides Partners (Financial PR Adviser) Tel: +44 (0)20 7236 1177 Susie Geliher / Paul Dulieu / Will Turner equipmake@stbridespartners.co.uk About Equipmake Equipmake is a UK-based industrial technology company specialising in the engineering, development and production of electrification products to meet the needs of the automotive and other sectors in support of the transition from fossil-fuelled to zero-emission drivetrains. Equipmake is a leader in high performance technologically advanced electric motors, inverters and complete zeroemission electric drivetrains and power electronic systems. Equipmake has developed a vertically integrated solution providing fully bespoke solutions to its customers. The Company is focussed on accelerating traction with OEM and Tier 1 suppliers in relation to higher margin component and drivetrain supply under long-term growth contracts and securing high margin licencing transactions. Key differentiators of the Company offerings are its advanced technology and performance, reliability and adherence to ASIL-D1 functional safety. Equipmake's advanced motor and inverter technology, featuring ASIL-D compliance, are designed to customers' highest Functional Safety standards. With decades of experience in electric drivetrain integration and a dedicated prototype vehicle testing facility, Equipmake can significantly accelerate product development for customers. 1 Automotive Safety Integrity Level ("ASIL") is a risk classification scheme defined by the ISO 26262 - Functional Safety for Road Vehicles standard and is a critical requirement for road vehicles. Of the four ASILs identified by the standard, ASIL-D dictates the highest integrity requirements on the product, which require exceptional rigour in their development. TERMS AND CONDITIONS OF THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES (BEING TOGETHER (i) THE "VCT PLACING SHARES", BEING NEW ORDINARY SHARES TO BE ISSUED TO VCT INVESTORS; AND (ii) THE "GENERAL PLACING SHARES", BEING NEW ORDINARY SHARES TO BE ISSUED TO NON-VCT INVESTORS) IN EQUIPMAKE HOLDINGS PLC (THE "COMPANY") WILL BE MADE. THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ("TERMS AND CONDITIONS") ARE DIRECTED ONLY AT PERSONS SELECTED BY PANMURE LIBERUM LIMITED ("PANMURE LIBERUM") AND VSA CAPITAL LIMITED ("VSA") (PANMURE LIBERUM AND VSA BEING, TOGETHER, THE "JOINT BROKERS") WHO ARE PERSONS ("PLACEES") WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA") APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS"); AND WHO ARE PERSONS WHO (I) 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"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONSAND THE INFORMATIONSET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS DOCUMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION"). THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS DOCUMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD SOLELY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. 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 DOCUMENT, WILL NOT BE ACCEPTED. THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT HAS NOT BEEN APPROVED BY THE AQUIS EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. THE DISTRIBUTION OF THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. No action has been taken by the Company or ether of the Joint Brokers or any of their respective affiliates, agents, directors, officers, consultants, or employees that would permit an offer of the Placing Shares or possession or distribution of this document or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and the Joint Brokers to inform themselves about and to observe any such restrictions. The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction. All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this document is being directed solely at persons in circumstances in which section 21(1) of FSMA does not require the approval of the relevant communication by an authorised person. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold, or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful. Each Placee should consult with its advisers as to legal, tax, business and related aspects of an investment in Placing Shares. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Terms and Conditions (or any part of them) should seek appropriate advice before taking any action. The Terms and Conditions should be read in their entirety. Details of the Placing Agreement and the Placing Shares The Joint Brokers and the Company entered into a Placing Agreement earlier today, under which the Joint Brokers have, on the terms and subject to the conditions set out therein, undertaken to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price, in order to raise c.£2 million in gross proceeds. The Placing is not being underwritten by Panmure Liberum, VSA or any other person. The VCT Placing Shares are expected to be issued on or around 4 November 2024. The General Placing Shares are expected to be issued on or around 5 November 2024. The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will trade under EQIP with ISIN GB00BMBVXB73. Application for admission to trading of the Placing Shares Application will be made to AQSE for admission of the VCT Placing Shares to trading on AQSE with admission of the VCT Placing Shares expected to take place on 4 November 2024 ("First Admission"). Application will be made to AQSE for admission of the General Placing Shares to trading on AQSE with admission of the General Placing Shares expected to take place on 5 November 2024 ("Second Admission"). Placing These Terms and Conditions gives details of the terms and conditions of, and the mechanics of participation in, the Placing. The principal terms of the Placing are as follows, and in this Announcement, any reference to the "Joint Brokers" may mean either one of them: 1. 2. The Joint Brokers are arranging the Placing as agents for, and joint brokers to, the Company. Panmure Liberum is regulated by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the matters described in this Announcement. VSA is regulated by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the matters described in this Announcement. The price payable for the Placing Shares is fixed at 3 pence (the "Placing Price"). 3. The number of Placing Shares to be issued at the Placing Price under the Placing will be agreed between the Joint Brokers and the Company. 4. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Joint Brokers. The Joint Brokers are entitled to participate in the Placing as principal. 5. Each Placee's allocation has been or will be confirmed to Placees orally, or in writing (which can include email), by the Joint Brokers and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The Joint Brokers' oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Joint Brokers (as the case may be) and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the Terms and Conditions and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. Except with the Joint Brokers' consent, such commitment will not be capable of variation or revocation. 6. As noted above, each Placee's allocation will, unless otherwise agreed between the Placee and the Joint Brokers (as the case may be), be evidenced by a trade confirmation or contract note issued to each such Placee by the Joint Brokers. These Terms and Conditions will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with the Joint Brokers' consent will not be capable of variation or revocation from the time at which it is issued. 7. Each Placee will have an immediate, separate, irrevocable, and binding obligation, owed to the relevant Joint Broker (as agent for the Company), to pay to such Joint Broker (or as such Joint Broker may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire, and the Company has agreed to allot and issue to that Placee. 8. Except as required by law or regulation