Placing and Subscription to raise £5.3 million

Sosandar plc (AIM: SOS), the online women's fashion brand, today announces a proposed placing (the "Placing") of 26,190,210 new ordinary shares of 0.1 pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares").

The Placing will be conducted via an accelerated bookbuild (the "Bookbuilding Process") at a price of 20 pence per share (the "Issue Price") in order to raise  approximately £5.24 million (before expenses). The Placing Shares will represent approximately 13.6 per cent of the existing issued share capital of the Company. In addition to this, one of the Company's directors intends to subscribe for 150,000 new Ordinary Shares (the "Subscription Shares") on equivalent terms and conditions and at the same Issue Price as participants in the Placing (the "Subscription"), raising a further £30,000 of gross proceeds for the Company. The Placing and the Subscription together are therefore expected to raise approximately £5.27 million of gross proceeds for the Company (approximately £4.93 million net of expenses).

In addition to the Placing and Subscription, there will be an offer of 2,500,000 new Ordinary Shares (the "PrimaryBid Shares") to raise further gross proceeds of up to £0.50 million, to be made by the Company via the PrimaryBid platform offered by PrimaryBid Limited ("PrimaryBid") at the Issue Price (the "PrimaryBid Offer", together with the Placing and the Subscription, the "Fundraise"), to provide retail investors with an opportunity to participate in the Fundraise. A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms. The Placing is not conditional upon the PrimaryBid Offer. The PrimaryBid Offer will close on completion of the Bookbuilding Process. To the extent that the PrimaryBid Offer is not fully subscribed, the Company reserves the right to re-allocate the unsubscribed PrimaryBid Shares into the Placing and the gross proceeds that could be raised under the Placing would increase accordingly.

As announced in the Company's trading update released on 13 April 2021, the Company reported strong sales with third party online retailers, John Lewis and Next, and a successful launch with Marks & Spencer at the end of March 2021 with excellent initial sales. Post year end, Sosandar continues to trade strongly and in line with management expectations. As such, the Company would like to raise additional capital to maximise the opportunity with third party retailers and to support incremental growth.

Highlights

• Proposed Placing and Subscription to issue, in aggregate, 26,340,210  new Ordinary Shares at the Issue Price, expected to raise approximately £5.27 million of gross proceeds for the Company (approximately £4.93 million net of expenses).
• The Company intends to use the net proceeds of the Placing, the Subscription and the PrimaryBid Offer to:
  • capitalise on the growth opportunity with its third party retail partners where currently on average only nine per cent. of Sosandar’s total product range is available for sale.  In particular, focus will be on investing in stock from the Autumn / Winter 2021 season onwards, including increasing both the number of styles and the number of units per style to be sold through the third party partner websites;
  • provide additional funding to engage with other third party partners in the UK and internationally; and
  • provide additional working capital and further balance sheet flexibility to support other incremental growth initiatives.
• The Placing is to be conducted by way of the Bookbuilding Process by Nplus1 Singer Capital Markets Limited (together with its affiliates, "N+1 Singer", the Company's nominated adviser, broker and bookrunner) which process will be launched in accordance with the terms and conditions set out in the appendix (the "Appendix") to this announcement (the "Announcement"), immediately following the release of this Announcement.
• The Fundraise also includes the PrimaryBid Offer of PrimaryBid Shares which will be launched following the launch of the Placing.
• The Fundraise is being conducted pursuant to the Company's existing share authorities and is therefore not conditional upon the approval of the Company's shareholders.
• The Placing is not underwritten.
• The Appendix contains the detailed terms and conditions of the Placing.

Expected Timetable for the Placing

 Enquiries

About Sosandar PLC

Sosandar is an online womenswear brand, specifically targeted at a generation of women who have graduated from throwaway fashion and are looking for quality, affordable clothing with a premium, trend-led aesthetic. This is a section of the market that is currently being underserved.

Sosandar was launched in September 2016. The Sosandar business model is built around using trend-led, exclusive designs produced in-house and then manufactured using a variety of global suppliers. Sosandar caters for a growing market of fashion-conscious women, while utilising an outsourced logistics provider that can support its planned growth over the coming years.

Sosandar's founders are Ali Hall and Julie Lavington, who previously launched and ran high street fashion magazine Look, as editor and publishing director respectively. They have a combined experience of over 35 years in the fashion industry.

More information is available at www.Sosandar-ir.com

FURTHER INFORMATION

Background to and reasons for the Placing

On 13 April 2021, the Company announced a trading update ("Year End Trading Update") for its financial year ended 31 March 2021 ("FY21"). The Company reported strong progress in FY21, despite a challenging and volatile market backdrop, with unaudited revenues of £12.2 million, representing growth of 35 per cent. on the prior year. Through a combination of the strong sales growth and a focus on tight control of marketing spend and other costs, the Company also expects to report reduction in EBITDA losses of over 60 per cent. for FY21 compared with the prior year.

The strong growth was achieved despite a reduction in overall marketing spend to less than half of the prior year, with the Company implementing a targeted strategy to maximise return on investment in customer acquisition at key periods. The Company also swiftly adapted and increased its product range to reflect changing consumer needs, with loungewear, knitwear, denim and outerwear all performing particularly well. In January 2021, the Company launched its active and leisure wear collection, with positive initial customer reaction and the category already established as a key part of the product mix.

Complementing the sales growth in FY21 through own-website sales, during the year the Company also successfully established partnerships to sell its products online through the websites of third-party retailers. Partnerships with John Lewis and Next were launched in August 2020. Trading to date with both partners has been very successful, with April 2021 delivering record monthly revenues. A further partnership was launched with Marks & Spencer in March 2021 and initial customer reaction has been highly positive.

All three partners have identified Sosandar as a high growth brand and product lines have been very well received with many of Sosandar's styles selling out across the third party platforms. In addition to the incremental revenue growth through these third party partnerships, Sosandar benefits from increased brand awareness across its target market whilst accelerating improvement in EBITDA.

Against a backdrop of improving trading visibility as lockdown restrictions are eased, the Board believes that Sosandar, as a pureplay e-commerce business, is very well-positioned to capitalise on the continuing adoption of shopping online which has accelerated over the last twelve months or so and expanded the Company's long-term market opportunity. These trends underpin the Board's confidence in the long-term opportunity for further growth, both through the Company's own website and with its third party retail partners.

In particular, the Board believes that significant potential exists to accelerate growth in sales through third party retailers. Such an acceleration of growth will also enable the Company to benefit from enhanced margins from increased order quantities from its suppliers as well as wider economies of scale in areas such as transport costs. The Board therefore believes that accelerating growth in the Company's sales through third party retailers will also help to bring forward the point at which the Company achieves break-even EBITDA profitability.

Accordingly, the Board believes that it is in the best interests of Shareholders to raise additional equity to allow the Company to meet the higher than anticipated demand through third party partner websites and fully capitalise on this opportunity.

Use of Proceeds

The Board intends to use the net proceeds of the Placing to capitalise on the growth opportunity with its third party retail partners where currently on average only nine per cent. of Sosandar’s total product range is available for sale. In particular, focus will be on investing in stock from the Autumn / Winter 2021 season onwards, including increasing both the number of styles and the number units per style to be sold through the third party partner websites.

The net proceeds of the Placing will also provide the Company with additional funding to engage with other third party partners in the UK and internationally. The net proceeds of the Placing will also provide additional working capital and further balance sheet flexibility to support growth other incremental growth initiatives.

Current Trading and Outlook

As reported in the Year End Trading Update, the Company delivered another strong performance in its fourth quarter of FY21 (January - March 2021), recording revenue of £3.94 million (a 63 per cent. increase over the corresponding period in the prior year). Customer activity stepped up each month during the quarter, with record revenue delivered in March 2021, up 66 per cent. compared with January 2021 and 163 per cent. up on the lockdown impacted March 2020. This momentum has continued into the first few weeks of the Company's new financial year and is in line with the Board's expectations, and the Board reiterates its confidence in the Company's prospects.

The Company anticipates announcing its audited results for FY21 in July 2021.

Share Option Arrangements

The Board confirms that it plans to address the existing share option arrangements currently in place with the Company’s executive management team. Part of the new plans also includes granting options to other key members of senior management and an overall increase in the size of the options pool. A further announcement will be made in due course as and when the new plans are finalised and ready for implementation.

Details of the Placing and the Subscription

In connection with the Placing, the Company has today entered into a placing agreement (the "Placing Agreement") pursuant to which N+1 Singer (acting as agent for and on behalf of the Company in respect of the Placing) has agreed, in accordance with its terms, to use reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing is not underwritten. 

Participation in the Placing is subject to the terms and conditions set out in the Appendix (which forms part of this Announcement).

N+1 Singer will today commence an accelerated bookbuilding process in respect of the Placing. The final number of Placing Shares to be placed at the Placing Price will be determined at the close of the Bookbuilding Process.

The book will open with immediate effect following this Announcement. The timing of the closing of the Bookbuilding Process and allocations thereunder are at the absolute discretion of N+1 Singer, having consulted with the Company.  Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.

The Placing Agreement contains certain customary warranties given by the Company concerning the accuracy of information given in this Announcement in respect of the Placing as well as other matters relating to the Company and its subsidiaries ("Group") and the Group's business.  The Placing Agreement is terminable by N+1 Singer in certain customary circumstances up until Admission, including, inter alia, should there be a breach of a warranty contained in the Placing Agreement or should a force majeure event take place or a material adverse change to the business of the Company or the Group occur.  The Company has also agreed to indemnify N+1 Singer against all losses, costs, charges and expenses which N+1 Singer may suffer or incur as a result of, occasioned by or attributable to the carrying out of its duties under the Placing Agreement.

One of the Company's directors (the "Participating Director") has indicated his intention to subscribe for new Ordinary Shares with an aggregate subscription price of £30,000 at the same time as the Placing. Further details of any subscription by the Participating Director in the Fundraise will be set out in the announcement to be made on the closing of the Bookbuilding Process ("Placing Results Announcement").

The Placing Shares, when issued, will be credited as fully paid up in cash and free from all encumbrances, and will rank pari passu in all respects with the existing Ordinary Shares in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue. The Placing Shares would represent an increase of approximately 13.6 per cent. to the existing issued ordinary share capital of the Company.

The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing.

Related Party Transactions

Certain of the Company's Substantial Shareholders (as defined in the AIM Rules for Companies ("AIM Rules")) have indicated their intention to participate in the Placing. Their proposed respective participations would constitute related party transactions under Rule 13 of the AIM Rules. Further details of any participation will be set out in the Placing Results Announcement.

Details of the Primary Bid Offer

The Company is separately carrying out the PrimaryBid Offer using PrimaryBid, which, for the avoidance of doubt, is not part of the Placing and is the sole responsibility of the Company. N+1 Singer does not have any responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.

Admission, Settlement and CREST

Application will be made for the Placing Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") ("Admission").

Settlement and Admission of the Placing Shares, the Subscription Shares and the Primary Bid Shares is expected to take place at 8.00 a.m. on or around 28 May 2021. The Placing, the Subscription and the Primary Bid Offer is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

Important Notices

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES AND ARE DIRECTED ONLY AT PERSONS 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: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "PROSPECTUS REGULATION"); OR (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED, AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION") WHO ARE ALSO: (A) PERSONS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (B) PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"), IN EACH CASE WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY N+1 SINGER.

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SOSANDAR PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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 ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, N+1 Singer or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement 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 this Announcement comes are required by the Company and N+1 Singer to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does 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 (the "United States" or the "US")), Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland 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 in the EEA and the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation (respectively) from the requirement to produce a prospectus.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) ("FSMA") does not require the approval of the Announcement by an authorised person.

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.  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; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares 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 Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland or Japan.  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 Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland or Japan or any other jurisdiction outside the United Kingdom.

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

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement (including the Appendix) in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

Nplus1 Singer Capital Markets Limited ("N+1 Singer") is acting as agent for and on behalf of the Company in connection with the Placing and Admission. N+1 Singer is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

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

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement. 

This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the Company's current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "target", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. 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.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) 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 clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the EUWA, (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the EUWA and (c) eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK 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 UK 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 UK Target Market Assessment, N+1 Singer will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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.

EU Product Governance Requirements

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 disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU 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 EU 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 EU Target Market Assessment, N+1 Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Basis on which information is presented

In this Announcement, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom. All times referred to in this Announcement are, unless otherwise stated, references to London time.