Corporate News

THIS ANNOUNCEMENT 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 AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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 POLAREAN IMAGING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the European Union (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.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

Polarean Imaging plc (AIM: POLX), the medical‑imaging technology company, with a proprietary drug‑device combination product using hyperpolarised xenon-129 gas to enhance magnetic resonance imaging (MRI) in pulmonary medicine, announces its intention to raise a minimum of £20 million gross proceeds by means of a placing to institutional and other investors (the "Placing") and a direct subscription with the Company (the "Subscription") of, in aggregate, at least 33,333,333 new Ordinary Shares at a price of 60 pence per new Ordinary Share (the "Issue Price").

Highlights:

• A Placing to raise a minimum of £17.5 million (US$24.4 million), before expenses, through the issue of at least 29.2 million new Ordinary Shares at the Issue Price (the "Placing")
• Bracco Imaging S.p.A. ("Bracco"), the world-leading diagnostic imaging provider and current 7.5 per cent. owner of the Company's Ordinary Share capital, intends to subscribe for up to a total of £2.5 million ("the Subscription")
• Certain directors of the Company intend subscribe for an aggregate total of approximately a £221,855 representing approximately 369,757 new Ordinary Shares in the Subscription at the Issue Price
• Up to a further £2.0 million (US$2.8 million) through the issue of up to approximately 3.3 million new Ordinary Shares by way of an Open Offer to all Qualifying Shareholders at the Issue Price (the "Open Offer") (the Placing, Subscription and Open Offer together being the "Fundraise")
• The FDA has confirmed a target PDUFA action date of 5 October 2021 and the net proceeds of the Fundraise will allow the Company prepare for commercialisation and launch of its proprietary drug-device combination
• The net proceeds of the Fundraise, together with the Company's existing cash resources are expected to extend its cash runway for at least the period of 18 months following the date of Admission

Stifel is acting as Nominated Adviser and Sole Corporate Broker in connection with the proposed Fundraise and Admission and Sole Bookrunner to the Company in connection with the proposed Placing.

The Placing will consist of three tranches:

• Firm EIS/VCT Placing Shares issued to investors seeking to invest in "eligible shares" for the purposes of EIS, or through VCT relief (the "Firm Placing")
• Conditional EIS/VCT Placing Shares issued to investors seeking to invest in "eligible shares" for the purposes of EIS, or through VCT relief, conditional on, among other things, the passing by Shareholders of certain resolutions at the General Meeting (the "Conditional EIS/VCT Placing")
• Conditional General Placing Shares (the "Conditional General Placing") and conditional Subscription Shares, both conditional on, inter alia, the passing by Shareholders of certain resolutions at the General Meeting (the " Conditional General Placing and Subscription", together with the Conditional EIS/VCT Placing, the "Conditional Fundraise")

Immediately following the release of this Announcement, the Company will launch an accelerated bookbuild. The Placing is subject to the terms and conditions set out in Appendix II to this Announcement. 

In addition, the Company intends to raise up to a further £2.0 million (US$2.8 million) by way of an Open Offer on the basis of 1 Open Offer Share for every 50 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date.

The Fundraise comprises the issuance of new Ordinary Shares by way of the Placing, the Subscription and the Open Offer (the "New Ordinary Shares"). 

The Conditional Fundraise and the Open Offer are conditional, inter alia, on the passing by Shareholders of certain resolutions at the General Meeting. A Circular setting out the full details, terms and conditions and timetable of the Open Offer and Notice of General Meeting is expected to be sent to Shareholders and published on the Company's website on or around 16 March 2021.

The Placing Shares and the Subscription Shares are not being made available to the public and the Open Offer shares will only be available to Qualifying Shareholders. The Placing, Subscription and Open Offer are not being underwritten.

The New Ordinary Shares will represent at least 17.0 per cent of the Enlarged Share Capital following Admission (assuming the minimum number of Placing Shares are issued).

The Issue Price is at a discount of approximately 7.7 per cent to the mid-market closing price of an existing ordinary share on 12 March 2021.

Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the Bookbuild. The final Circular, containing the terms and conditions of the Open Offer and Notice of General Meeting is expected to be sent to Shareholders and published on the Company's website on or around 16 March 2021.

The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix III and the expected timetable of the principal events is set out in Appendix IV.

 

 

Enquiries:

Polarean Imaging plc	www.polarean.com / www.polarean-ir.com
Richard Hullihen, Chief Executive Officer  Chuck Osborne, Chief Financial Officer Jonathan Allis, Chairman	Via Walbrook PR
Stifel Nicolaus Europe Limited (NOMAD and Sole Corporate Broker)	+44 (0)20 7710 7600
Nicholas Moore / Ben Maddison / Samira Essebiyea (Healthcare Investment Banking)
Nick Adams / Fred Walsh (Corporate Broking)
Walbrook PR	Tel: +44 (0)20 7933 8780 or [email protected]
Paul McManus / Anna Dunphy	Mob: +44 (0)7980 541 893 / +44 (0)7876 741 001

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this Announcement on behalf of the Company is Richard Hullihen, Chief Executive Officer.

 

Appendix II to this Announcement (which forms part of this Announcement) sets out further information relating to the Placing, including its terms and conditions. 

Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix II.

About Polarean (www.polarean.com)

The Company and its wholly owned subsidiary, Polarean, Inc. (together the "Group") are revenue generating, medical drug-device combination companies operating in the high resolution medical imaging market.

The Group develops equipment that enables existing MRI systems to achieve an improved level of pulmonary function imaging and specialises in the use of hyperpolarised Xenon gas (¹²⁹Xe) as an imaging agent to visualise ventilation and gas exchange regionally in the smallest airways of the lungs, the tissue barrier between the lung and the bloodstream and in the pulmonary vasculature. Xenon gas exhibits solubility and signal properties that enable it to be imaged within other tissues and organs.

The Group operates in an area of significant unmet medical need and the Group's technology provides a novel diagnostic approach, offering a non-invasive and radiation-free functional imaging platform which is more accurate and less harmful to the patient than current methods. The annual burden of pulmonary disease in the US is estimated to be over US$150 billion.

 

IMPORTANT NOTICES AND DISCLAIMER

This announcement (the "Announcement") and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or the United States or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in Australia, Canada, Japan, the Republic of South Africa or the United States or any other state or jurisdiction where to do so would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.  This Announcement has not been approved by the London Stock Exchange or by any other securities exchange.

The Fundraise Shares 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, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from 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 Fundraise Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fundraise Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in in Australia, Canada, Japan, the Republic of South Africa or the United States or to, or for the account or benefit of, any national, resident or citizen in Australia, Canada, Japan, the Republic of South Africa or the United States.  No public offering of securities is being made in the United States.

No public offering of the Fundraise Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Fundraise Shares will be made pursuant to an exemption under the UK version of the Prospectus Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "Prospectus Regulation") from the requirement to produce a prospectus. As a result, no prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who have been selected by Stifel and who are: (a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (together with any implementing measure in such member states, the "EEA Prospectus Regulation"); (b) in the United Kingdom, "qualified investors" within the meaning of the UK version of the EEA Prospectus Regulation (the "UK Prospectus Regulation"), which forms part of UK law by virtue of the European Union Withdrawal Act 2018, who are persons who: (i) have professional experience in matters relating to investments and are "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (c) are persons to whom it may otherwise be lawfully 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. 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 must not be acted or relied on by persons who are not relevant persons. persons distributing this Announcement must satisfy themselves that it is lawful to do so.

This Announcement has been issued by, and is the sole responsibility of, the Company. 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 the directors or the Company, or by any of its or their respective partners, employees, advisers, 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 therefore is expressly disclaimed.

This Announcement contains inside information for the purposes of Article 7 of MAR, encompassing information relating to the Fundraise described above, and is disclosed in accordance with the Company's obligations under Article 17 of 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, upon publication of this Announcement, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Corporate Broker in connection with the proposed Placing, Open Offer and Admission and Sole Bookrunner to the Company in connection with the proposed Placing. Persons receiving this Announcement should note that Stifel Nicolaus Europe Limited is not acting for anyone other than the Company (including a recipient of this Announcement) and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel Nicolaus Europe Limited or for advising any other person in respect of the proposed Placing, Open Offer and Admission or any transaction, matter or arrangement referred to in this Announcement. Stifel Nicolaus Europe Limited has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Stifel Nicolaus Europe Limited, for the accuracy of any information or opinions contained in this Announcement or for the omission of any information, nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinions contained in this Announcement or for the omission of any information. Stifel Nicolaus Europe Limited expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Announcement. Stifel Nicolaus Europe Limited, as nominated adviser and broker to the Company, owes certain responsibilities to the London Stock Exchange which are not owed to the Company or the Directors.

This Announcement includes 'forward-looking statements' which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words 'targets', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'would', 'could' or 'similar' expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

This Announcement does not identify or suggest, or purport to identify or suggest, all of the risks (direct or indirect) that may be associated with an investment in the Fundraise. This Announcement does not constitute a recommendation concerning any investor's decision to purchase or subscribe for Ordinary Shares. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.   Any investment decision to subscribe for Fundraise Shares must be made solely on the basis of publicly available information, which has not been independently verified. 

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised.

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.

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 it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; 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 Fundraise Shares have been subject to a product approval process, which has determined that the Fundraise Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Fundraise Shares may decline and investors could lose all or part of their investment; the Fundraise Shares offer no guaranteed income and no capital protection; and an investment in the Fundraise 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 or the Open Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel 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; 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 Fundraise Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Fundraise Shares and determining appropriate distribution channels.

 

APPENDIX I - EXTRACTS FROM THE CIRCULAR

 

1. INTRODUCTION
 

Polarean is a commercial-stage medical imaging technology company, with a proprietary drug-device combination product using hyperpolarised xenon-129 gas to enhance magnetic resonance imaging (MRI) in pulmonary medicine.

On 23 December 2020, the Company announced that it had received confirmation of acceptance of its new drug application by the FDA for the Group's drug-device combination using hyperpolarised xenon-129 gas to enhance MRI in pulmonary medicine. The FDA has confirmed that the review will follow the standard review time frame with a target PDUFA action date of 5 October 2021 and the Company plans to make full use of the intervening period to prepare for commercialisation and launch of the Company's technology.

The Company today announces its intention to raise a minimum of £ 20 million (US$27.8 million) (before expenses) by means of the Placing and Subscription of, in aggregate at least 33,333,333 New Ordinary Shares at the Issue Price per New Ordinary Share. In addition, the Board has also set out its intention to raise up to a further £3.3 million (US$2.8 million) (assuming full take up of the Open Offer) by way of the Open Offer to all Qualifying Shareholders to provide them with the opportunity to participate in the Fundraise.

The Open Offer is being conducted on the basis of one Open Offer Share for every 50 Existing Ordinary Shares held on the Record Date at the Issue Price per Open Offer Share. Qualifying Shareholders subscribing for their full Basic Entitlement under the Open Offer may also apply for additional Open Offer Shares through the Excess Application Facility. The Open Offer is not being underwritten.

The Fundraise is being conducted in three tranches:

• the first tranche consists of Firm EIS/VCT Placing Shares issued under the Firm Placing;
• the second tranche consists of Conditional EIS/VCT Placing Shares issued under the Conditional Fundraise; and
• the third tranche consists of Conditional General Placing Shares, Subscription Shares and Open Offer Shares issued under the Conditional Fundraise and the Open Offer, respectively.

The Firm Placing is being made pursuant to existing authorities to allot shares for cash and disapply pre-emption rights under section 551 and section 570, respectively, of the Act, which were granted to the Directors at the annual general meeting of the Company held on 13 July 2020. The Firm Placing is conditional upon, among other things, First Admission in respect of the Firm EIS/VCT Placing Shares.

Accordingly, it is expected that the Firm EIS/VCT Placing Shares will be admitted to AIM and will commence trading at 8.00 a.m. on 31 March 2021.

The Company will require additional authority to allot the Conditional Placing Shares, Subscription Shares and the Open Offer Shares. Accordingly, the Conditional Fundraise and the Open Offer are conditional, among other things, on the passing of the Resolutions to be proposed at the General Meeting. A notice for the General Meeting, which includes details of the Resolutions is set out at the end of this Announcement.

As part of the Placing, the Company is seeking to raise funds by the issue of the EIS Placing Shares to investors seeking the benefit of tax relief under the EIS and the VCT Placing Shares to investors seeking the benefit of VCT Relief.

Shareholders should note that although the Directors believe that the EIS Placing Shares should qualify for EIS Relief and that the issue of VCT Placing Shares to a VCT should qualify for VCT Relief, no advance assurance has been received from HMRC, and consequently the availability of EIS Relief in relation to the EIS Placing Shares and of VCT Relief in relation to the VCT Placing Shares cannot be guaranteed.

Applications will be made to the London Stock Exchange for First Admission, Second Admission and Third Admission.

It is expected that:

• settlement of the Firm EIS/VCT Placing Shares and First Admission will become effective on or around 8.00 a.m. on 31 March 2021 and that dealings in the Firm EIS/VCT Placing Shares will commence at that time;
• settlement of the Conditional EIS/VCT Placing Shares and Second Admission will become effective on or around 8.00 a.m. on 7 April 2021  (being the Business Day following the General Meeting) and that dealings in the Conditional EIS/VCT Placing Shares will commence at that time; and
• settlement of the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares and Third Admission will become effective on or around 8.00 a.m. on 8 April 2021 (being the Business Day following Second Admission) and that dealings in the Conditional General Placing Shares, Subscription Shares and the Open Offer Shares will commence at that time.

If the conditions relating to the issue of the Conditional Placing Shares and the Subscription Shares are not satisfied, or the Placing and Open Offer Agreement is terminated in accordance with its terms, the Conditional Placing Shares, the Subscription Shares and the Open Offer Shares will not be issued and the Company will not receive the related funds. Shareholders should note that it is possible that First Admission occurs but that Second Admission or Third Admission does not, or that First Admission and Second Admission occur but that Third Admission does not. If any Admission does not occur then the Company will not receive the relevant net proceeds in respect of such Admission and the Company may not be able to finance the activities referred to in this document.

2. RECENT DEVELOPMENTS
 

Fundraising

Following the positive top-line results from the Company's pivotal phase III Clinical Trials which were announced on 29 January 2020, on 1 April 2020 the Company completed a placing and subscription raising a total of £8.4 million (US$10.7 million at the exchange rate £1.00 = US$1.28) (before expenses) through the issue of 46,624,997 Ordinary Shares with new and existing investors at a price of 18 pence per Ordinary Share. This included a £2.2 million (US$2.8 million at the exchange rate £1.00 = US$1.28) investment by Bracco Imaging S.p.A. The net proceeds of this fundraise were deployed in supporting the preparation and submission of the NDA and in providing additional working capital to build and sell polarisers.

Clinical Trials and submission of NDA

On 7 October 2020, the Company announced its submission of an NDA to the FDA for hyperpolarised ¹²⁹Xe used to evaluate pulmonary function and to visualise the lung using MRI.

The submission of the NDA followed the Clinical Trials which demonstrated equivalence in the effective measurement of regional lung ventilation to the trial comparator. As detailed in the Company's announcement of 29 January 2020, both Clinical Trials met their primary endpoints, showing pre-defined equivalence of hyperpolarised ¹²⁹Xe gas MRI to an approved comparator, ¹³³Xenon scintigraphy, and displayed a benign safety profile.

On 23 December 2020 Polarean announced that the Company had received confirmation of acceptance of its NDA by the FDA. The FDA has confirmed that the review will follow the standard review time frame with a target PDUFA action date of 5 October 2021. The NDA included a request for Hatch Waxman protection, which in conjunction with the Orange Book may lead to 5-7 years of regulatory market exclusivity for the Company's products. It is anticipated that FDA feedback will be received on the potential label and Hatch Waxman grant by the end of September 2021. The Company is also involved in market research on the coding, coverage and payment confirmations which is also expected to be completed by the end of the third quarter of 2021.

Covid-19 study with Oxford University

The Company's hyperpolarised xenon MRI technology has been used in a study conducted by researchers at Oxford University looking at the effects of Covid-19 on the respiratory system. Images were taken of the lungs of 10 patients aged between 19 and 69 reporting respiratory issues three months after a Covid-19 diagnosis. Eight of the patients complained of a persistent shortness of breath and tiredness, although none had been admitted to intensive care or required ventilation. Conventional CT scans had not identified any issues with the lungs of the patients.

The early findings of the study have identified impaired lung function in all of the patients. The early data suggests that although the damage to the lungs from Covid-19 is not identifiable with a standard MRI or CT scan, xenon MRI demonstrates that the ability to transfer oxygen from the lungs into the bloodstream when breathing is visibly impaired for some time.

Oxford University is now planning a further trial of up to 100 people to investigate the findings of the study further.

Delivery of Polarisers

The Company announced on 18 September 2020 that it had completed the installation of a research unit order for a 9820 xenon polariser system at the University of Kansas Medical Center. KU Medical Center is a major research and teaching hospital and the polariser is intended to form the cornerstone of a new hyperpolarised ¹²⁹Xe imaging research programme.

The Company has delivered but not yet completed installation of a research unit at MD Anderson Cancer Center. Installation will proceed upon finalisation of the facility's construction activities.

Following this installation, the total number of the Company's polarisers installed will be 24.

Board Changes

Cyrille Petit, Chief Corporate Development Officer and Head of Strategic Initiatives of the Bracco Group, was appointed to the Board on 1 June 2020 as Bracco's representative. Mr Petit was appointed to the Board on the same basis as regards voting and term of appointment as the Company's existing non-executive directors. He also serves as a member of the audit committee of the Company.

On 23 December 2020, the Company announced that Ken West would be retiring as an employee of the Company and would therefore no longer hold the position of Chief Operating Officer. The Board approved Mr West's continued involvement as a Consultant to the Company and his transition to a Non-Executive Director.

Having joined the senior management team of the Company in April 2019, on 22 February 2021 Charles ('Chuck') Fremont Osborne, Jr. was appointed to the board as Chief Financial Officer. Mr Osborne is a Certified Public Accountant with previous experience of financial operations within the pharmaceutical industry and of working for public companies.

3. BACKGROUND TO AND REASONS FOR THE FUNDRAISE

Following the submission of the NDA, the Company is focusing on preparing for the commercial launch of the Company's drug-device combination. The Group is undertaking the Fundraise at this time in order to strengthen the Company's balance sheet while it prepares for the commercial launch.

The Company also intends to continue to develop and extend its IP portfolio as it prepares for the marketing of its drug device platform ahead of the commercial launch

4. USE OF PROCEEDS

The Net Proceeds of the Fundraise, which are estimated to be a minimum of £19.0 million (US$26.4 million), will be used to:

• fund sales and marketing expenses to build the commercial team and infrastructure, targeting Academic Centers of Excellence in pulmonary medicine across the U.S., and be prepared to accelerate commercialisation upon receipt of FDA approval expected on 5 October 2021 (approximately £10.8 million (US$15.0 million));
• support clinical trials, regulatory expenses and Medical Affairs team buildout to expand indications to gas exchange and red blood cell transfer, as well as investigate extension to other geographies (approximately £4.3 million (US$6 million));
• support research and development costs to fund continued development of improved versions of the polariser, and commercialise imaging software (approximately £2.2 million (US$3 million)); and
• provide additional working capital and for general corporate purposes (approximately £0.7 million (US$1 million)).

The Company will require further capital in order to execute its longer-term strategy which includes the commercial launch of its technology in new jurisdictions, including Europe. The Board will therefore continue to explore additional funding options, including strategic partnerships, non-dilutive government funding from grants and further issues of Ordinary Shares, subject to the Directors being satisfied with the issue price of the shares at the time.

5. CURRENT PROSPECTS AND OUTLOOK

Polarean is currently trading in line with market expectations. The audit for the year ended 31 December 2020 is now underway, with the full year revenue for 2020 expected to be approximately US$1.0 million (2019: US$2.3 million), the unaudited adjusted EBITDA loss approximately US$5.8 million (2019: US$5.3 million) and unaudited loss after tax for the year of US$6.6 million (2019: US$6.1 million). Following the completion of the Fundraise, the Group will have cash of at least approximately US$30.4 million (£21.9 million).

The Group expects to release its audited results for the year ended 31 December 2020 by the end of May 2021.

6. DETAILS OF THE FUNDRAISE

The Placing and Subscription

The Company proposes to raise a minimum of £20 million before expenses, through the issue of the Firm EIS/VCT Placing Shares, a Conditional Placing and Subscription at the Issue Price. The Issue Price represents a discount of approximately 7.7 per cent. to the Closing Price of 65 pence per Existing Ordinary Share on 12 March 2021, being the last Business Day prior to the announcement of the Fundraise.

The Placing and Subscription Shares represent approximately 20.4 per cent. of the Existing Ordinary Shares and will, when issued, represent approximately 17.0 per cent. of the Enlarged Share Capital.

The Placing and Subscription Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company and otherwise rank pari passu in all other respects with the Existing Ordinary Shares.

The Placing and Subscription Shares are not being made available to the public and none of the Placing and Subscription Shares are being offered or sold in any jurisdiction where it would be unlawful to do so, including Australia, Canada, Japan, the Republic of South Africa or the United States. As noted above, the Placing and Subscription Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of Australia, Canada, Japan or the Republic of South Africa.

The Placing and Open Offer Agreement

On 15 March 2021, the Company entered into the Placing and Open Offer Agreement pursuant to which Stifel has agreed to act as agent for the Company and use its reasonable endeavours to place the Placing Shares at the Issue Price with certain new and existing institutional investors. The Placing and Open Offer Agreement is:

• in respect of the Firm EIS/VCT Placing Shares, conditional upon, among other things, First Admission becoming effective on or before 8.00 a.m. on 31 March 2021 (or by such later time and/or date as Stifel and the Company may agree but not later than 8.30 a.m. on 1 April 2021);
• in respect of the Conditional EIS/VCT Placing Shares, conditional, among other things, upon: (i) the passing of the Resolutions; (ii) First Admission having occurred; and (iii) Second Admission becoming effective on or before 8.00 a.m. on 7 April 2021, (or by such later time and/or date as Stifel and the Company may agree but not later than 8.30 a.m. on the Long Stop Date); and
• in respect of the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares, conditional, among other things, upon: (i) the passing of the Resolutions; (ii) First Admission and Second Admission having occurred; and (iii) Third Admission becoming effective on or before 8.00 a.m. on 8 April 2021, (or by such later time and/or date as Stifel and the Company may agree but not later than 8.30 a.m. on the Long Stop Date).

The Placing and Open Offer Agreement contains customary warranties from the Company in favour of Stifel in relation to (amongst other things) the accuracy of the information in this document and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Stifel in relation to certain liabilities they may incur in undertaking the Placing. Stifel has the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission. In particular, Stifel may terminate in the event that there has been a material breach of any of the warranties, the conditions of the agreement have become incapable of fulfilment or for force majeure. The Placing has not been underwritten.

Details of the Intention to Subscribe by Bracco

The Company is pleased to announce that Bracco intends to subscribe for 4.2 million Subscription Shares at the Fundraise Price, representing a £2.5 million investment. As such, following the completion of the Fundraise, Bracco would own at least 8.3 per cent. of the Enlarged Share Capital.

8. GENERAL MEETING

The Directors do not currently have the authority to issue all of the Fundraise Shares simultaneously so the Conditional Placing, Subscription and Open Offer will be subject to Shareholders approving resolutions to increase the Directors' authority to allot the Conditional Placing Shares, Subscription Shares and the Open Offer Shares, and to disapply statutory pre-emption rights, at the General Meeting. A notice is set out at the end of this document convening the General Meeting to be held at the Company's offices at 2500 Meridian Parkway (Suite 175), Durham, NC 27713, USA on 6 April 2021 at 2.00 p.m. (9.00 a.m. (EST)).

In light of the current restrictions imposed by the UK Government and US Federal and State authorities as a result of the COVID-19 pandemic, the General Meeting will be held with the minimum number of members legally required to be present. For the safety of all Shareholders, no Shareholders will be permitted to attend the General Meeting in person without invitation. The Company therefore strongly encourages all Shareholders to submit their Form of Proxy appointing the Chairman as their proxy. Only the formal business of the Resolutions will be carried out at the General Meeting.

ACTION TO BE TAKEN

In respect of the General Meeting

Please check that you have received the following with this document:

• a Form of Proxy for use in relation to the General Meeting; and
• a reply-paid envelope for use in connection with the return of the Form of Proxy (in the UK only).

To vote, at the General Meeting in respect of your shareholding, you should complete, sign and return your Form of Proxy in accordance with the instructions printed thereon so as to be received by post or, during normal business hours only, by hand, at Share Registrars Limited of The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, United Kingdom, as soon as possible but in any event so as to arrive by not later than 2.00 p.m. on 31 March 2021 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting

9. RECOMMENDATION AND IRREVOCABLE UNDERTAKINGS

The Directors consider the Fundraise to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings amounting, in aggregate, to 18,455,125 Existing Ordinary Shares, representing approximately 11.3 per cent. of the Existing Ordinary Shares.

 

APPENDIX II - TERMS AND CONDITIONS OF THE PLACING

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND EXCEPT AS SET FORTH BELOW IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

PARTICIPATION IN THE PLACING IS FOR INVITED PLACEES ONLY.

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 ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO HAVE BEEN SELECTED BY STIFEL AND WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ANY IMPLEMENTING MEASURE IN SUCH MEMBER STATES, THE "EEA PROSPECTUS REGULATION"); (B) IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION"), WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT OF 2018 (THE "EUWA") WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY 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. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION, AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US 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, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED, OR DELIVERED TO, 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. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. 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 BY THIS ANNOUNCEMENT AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY 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 ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF THIS ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (each such person whose participation is accepted by Stifel in accordance with this Appendix being hereinafter referred to as a "Placee" and together, as the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

1.         it is a Relevant Person (as defined above) 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;

2.         in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EEA Prospectus Regulation or UK Prospectus Regulation (as the case may be): (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the UK or any member state of the EEA or persons in any jurisdiction to which the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be) otherwise applies, other than Qualified Investors or in circumstances in which the prior consent of Stifel has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the UK or any member state of the EEA or persons in any jurisdiction to which the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be) otherwise applies, other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be)  as having been made to such persons;

3.         if the Placee is located outside of the United States: (i) it is not a U.S. Person within the meaning of Regulation S ("Regulation S") promulgated under the Securities Act (a "U.S. Person") and is not acquiring the Placing Shares for the account or benefit of a U.S. Person; (ii) it is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is located outside the United States or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S; and (iii) the Placing Shares were not offered to it by means of any "directed selling efforts" as such term is defined in Regulation S; and/or

4.         if the Placee is located in the United States or is a U.S. Person, it and any accounts it represents: (i) is a qualified institutional buyer (a "QIB") as defined in Rule 144A under the Securities Act and will sign and return an investor representations letter in the form agreed between the Company and Stifel prior to confirmation of its allocation in the Placing; (ii) any Placing Shares it acquires will be for its own account (or for the account of a QIB for which it exercises sole investment discretion) for investment purposes and not with a view to resale or distribution within the meaning of the U.S. securities laws; and (iii) the Placing Shares have not been offered to it by means of any "general solicitation" or "general advertising" within the meaning of Regulation D nor by means of any "directed selling efforts" as such term is defined in Regulation S.

The Company and Stifel will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. No action has been taken by the Company or Stifel that would permit an offering of such securities or possession or distribution of this document or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions on transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

The Placing Shares will not be lodged with or registered by the Australian Securities and Investments Commission and are not being offered for subscription or sale and may not be directly or indirectly offered, sold, taken up, transferred or delivered in or into Australia or to or for the account or benefit of any person or corporation in (or with a registered address in) Australia. The relevant clearances have not been, and will not be obtained from the Ministry of Finance of Japan and no circular in relation to the Placing Shares has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placing Shares may not therefore be offered, taken up, transferred or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction or to any resident of Japan. The approval of the South African Exchange Control Authorities has not been, and will not be, obtained in relation to the Placing Shares. The Placing Shares may not therefore be offered, taken up, transferred or sold directly or indirectly in or into South Africa or to a resident of South Africa. The Placing Shares may not be offered, taken up, transferred or sold directly or indirectly in or into Canada or to a resident of Canada.

Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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 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 Placing Shares will not be admitted to trading on any stock exchange other than AIM.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action. Stifel 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.

Details of the Placing

Stifel has entered into the Placing and Open Offer Agreement with the Company under which Stifel has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Issue Price.

The Company is also separately making an Open Offer of up to 3.3 million New Ordinary Shares and a potential Subscription of approximately 4.1 New Ordinary Shares.

Certain of the Placing Shares, being the EIS/VCT Placing Shares, will be offered to VCTs and to those investors seeking to claim EIS Relief in relation to their investment. The remaining Placing Shares, being the Conditional General Placing Shares, will be offered to those investors who are neither seeking EIS Relief nor are VCTs.

The Placing and Open Offer Agreement contains customary undertakings and warranties given by the Company to Stifel including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to Stifel in respect of liabilities arising out of or in connection with the Placing.

The Placing is not underwritten by Stifel and is subject to a number of conditions detailed below. The Placing will settle in three tranches, with the first tranche of Firm EIS/VCT Placing Shares utilising the Company's existing shareholder authorities to issue new shares on a non-pre-emptive basis for cash. The second tranche, consisting of Conditional EIS/VCT Placing Shares, and the third tranche, consisting of Conditional General Placing Shares, are each also conditional upon, amongst other things, the approval of the Resolutions by Shareholders at the General Meeting. The Company intends to publish and send the Circular on or around 16 March 2021 to shareholders, which will convene the General Meeting in order to propose the necessary Resolutions to authorise the Directors to allot the Conditional EIS/VCT Placing Shares and the Conditional General Placing Shares for cash free of statutory pre-emption rights. It will also seek shareholder authority to allot the Open Offer Shares and the Subscription Shares and contain the terms and conditions of the Open Offer.

The Placing Shares will, when issued, 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 the Ordinary Shares after the relevant date of issue of the Placing Shares.

The Company, subject to certain exceptions, has agreed not to offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offer or issue of any of its Ordinary Shares or securities exchangeable or convertible into its Ordinary Shares in the period of 180 days from the date of the latest Admission without prior written consent of Stifel.

Applications for admission to trading

Applications will be made to the London Stock Exchange for First Admission, Second Admission and Third Admission. It is expected that:

• settlement of the Firm EIS/VCT Placing Shares and First Admission will become effective on or around 8.00 a.m. on 31 March 2021 and that dealings in the Firm EIS/VCT Placing Shares will commence at that time;
• settlement of the Conditional EIS/VCT Placing Shares and Second Admission will become effective on or around 8.00 a.m. on 7 April 2021 and that dealings in the Conditional EIS/VCT Placing Shares will commence at that time; and
• settlement of the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares and Third Admission will become effective on or around 8.00 a.m. on 8 April 2021 and that dealings in the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares will commence at that time.

Bookbuild

Stifel will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Stifel and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

EIS and VCT

As part of the Placing, the Company is seeking to raise funds by the issue of the EIS Placing Shares to investors seeking the benefit of tax relief under the EIS and the VCT Placing Shares to investors seeking the benefit of tax relief through VCT.

Shareholders should note that although the Directors believe that the EIS Placing Shares should qualify for EIS Relief and that the issue of Ordinary Shares to a VCT should be regarded as a qualifying holding, no advance assurance has been received from HMRC, and consequently the availability of EIS Relief in relation to the EIS Placing Shares and whether Ordinary Shares issued to a VCT are a qualifying holding cannot be guaranteed.

Participation in, and principal terms of, the Placing

1.         Stifel will arrange the Placing as agent for and on behalf of the Company.

2.         Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Stifel is not responsible to anyone other than the Company for providing the protections afforded to clients of Stifel or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.

3.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Stifel. Stifel and the Company will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.

4.         No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

5.         The Issue Price will be a fixed price of 60 pence per New Ordinary Share.

6.         The final number of Placing Shares will be agreed between Stifel and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on an FCA-listed regulatory information service following the completion of the Bookbuild.

7.         To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Stifel. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price. Bids may be scaled down by Stifel on the basis referred below. 

8.         A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Stifel's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and Stifel.

9.         The Bookbuild is expected to close by 8.00 p.m. on 15 March 2021, but may be closed earlier or later at the absolute discretion of Stifel. Stifel may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Stifel) to reduce or seek to increase the amount to be raised pursuant to the Placing.

10.       Each prospective Placee's allocation will be determined by Stifel in its sole discretion and if successful will be confirmed to it either orally or in writing by Stifel following the close of the Bookbuild and a trade confirmation will be despatched as soon as possible thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral confirmation to the Placee by Stifel constitutes an irrevocable, legally binding contractual commitment in favour of the Company and Stifel (as agent for the Company) to subscribe for the number of Placing Shares allocated to it at the Issue Price and on the terms set out in this Appendix and in accordance with the Company's articles of association. 

11.       Subject to paragraphs 8 and 10 above, Stifel may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Stifel may also, notwithstanding paragraphs 8 and 10 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

12.       Except as required by law or regulation, no press release or other announcement will be made by Stifel or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

13.       Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company and Stifel, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to take up and the Company has agreed to allot.

14.       Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the times and on the basis explained below under "Registration and Settlement".

15.       All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing and Open Offer Agreement".

16.       By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

17.       By participating in the Bookbuild, each Placee acknowledges and agrees if appropriate in connection with performing its obligations under the Placing and Open Offer Agreement, Stifel may utilise the services of one or more of its Affiliates (including Stifel Europe Bank AG, which is regulated by the Bundesentalt für Finanzdienstleigstungsaufsicht in Germany), provided that Stifel shall be primarily liable for its obligations under the Placing and Open Offer Agreement.

18.       To the fullest extent permissible by law, none of the Company, Stifel or any of their respective affiliates, agents, directors, officers or employees, shall have any liability to Placees nor shall they owe any Placees fiduciary duties in respect of any claim they may have (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, Stifel or any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Stifel's conduct of the Bookbuild and the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and neither Stifel nor any of its affiliates, agents, directors, officers or employees shall have any liability to the Placees for the failure of the Company to fulfil those obligations.

Conditions of the Placing

Stifel's obligations under the Placing and Open Offer Agreement in relation to the Firm EIS/VCT Placing Shares are conditional on, inter alia:

(a)       the Company allotting, subject only to First Admission, the Firm EIS/VCT Placing Shares in accordance with the Placing and Open Offer Agreement; and

(b)       First Admission occurring on or before 8.00 a.m. on 31 March 2021, and the Placing and Open Offer Agreement not having been terminated prior First Admission or such later time and/or date, as the Company may agree with Stifel, being no later than 8.30 a.m. on 1 April 2021.

Stifel's obligations under the Placing and Open Offer Agreement in relation to the Conditional EIS/VCT Placing Shares are conditional on, inter alia:

(a)       First Admission having occurred;

(b)       the Company allotting, subject only to Second Admission, the Conditional EIS/VCT Placing Shares in accordance with the Placing and Open Offer Agreement;

(c)       the passing (without amendment) of the Resolutions at the General Meeting; and

(d)       Second Admission occurring on or before 8.00 a.m. on 7 April 2021, and the Placing and Open Offer Agreement not having been terminated prior Second Admission or such later time and/or date as the Company may agree with Stifel, being no later than 8:30am on the Final Date.

Stifel's obligations under the Placing and Open Offer Agreement in relation to the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares are conditional on, inter alia:

(a)       First Admission and Second Admission having occurred;

(b)       the Company allotting, subject only to Third Admission, the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares in accordance with the Placing and Open Offer Agreement;

(c)       the Subscription becoming unconditional in accordance with its terms (save for any  condition relating to Third Admission) and the subscription funds being received by the Company  prior to Third Admission;

(d)       the passing (without amendment) of the Resolutions at the General Meeting; and

(e)       Third Admission occurring on or before 8.00 a.m. on 8 April 2021, and the Placing and Open Offer Agreement not having been terminated prior Third Admission or such later time and/or date, as the Company may agree with Stifel, being no later than 8.30 a.m. on the Final Date.

Stifel's obligations under the Placing and Open Offer Agreement are also conditional on, inter alia, there having been no development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on or affecting the operations, condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or of the Group, respectively whether or not foreseeable and whether or not arising in the ordinary course of business.

If: (i) any of the conditions contained in the Placing and Open Offer Agreement are not fulfilled or waived by Stifel in writing by the time or date where specified (or such later time or date as the Company and Stifel may agree, not being later than 8.30 a.m. on (i) 1 April 2021 in the case of First Admission; and (ii) the Final Date in respect of Second Admission and Third Admission); or (ii) the Placing and Open Offer Agreement is terminated as described below, the relevant tranche(s) of the Placing will lapse and the relevant Placees' rights and obligations hereunder in relation to the relevant Placing Shares shall cease and terminate at such time and each such Placee agrees that no claim can be made by the Placee in respect thereof.

For the avoidance of doubt the Placing shall not be conditional on the Open Offer being subscribed for by Qualifying Shareholders. In the event that any of the conditions in respect of Second Admission are not satisfied (or waived) or have become incapable of being satisfied on or before 8.30 a.m. on the Final Date, to the extent the Firm EIS/VCT Placing Shares have been allotted and issued to Placees, and the Placing and Open Offer Agreement is terminated after First Admission but prior to Second Admission, then the rights and obligations of the relevant Placees in respect of First Admission will survive termination of the Placing and Open Offer Agreement, but the relevant Placees' rights and obligations in respect of Second Admission and Third Admission shall cease and determine at such time. In the event that any of the conditions in respect of Third Admission are not satisfied (or waived) or have become incapable of being satisfied on or before 8.30 a.m. on the Final Date, to the extent the EIS/VCT Placing Shares have been allotted and issued to Placees, and the Placing and Open Offer Agreement is terminated after First Admission and Second Admission but prior to Third Admission, then the rights and obligations of the relevant Placees in respect of First Admission and Second Admission will survive termination of the Placing and Open Offer Agreement, but the relevant Placees' rights and obligations in respect of Third Admission shall cease and determine at such time.

Stifel may, in its absolute discretion, waive the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Open Offer Agreement, save that certain conditions, including the condition relating to the passing of the Resolutions at the General Meeting (with regards to Second Admission and Third Admission), Admission taking place and the Company allotting the Placing Shares subject only to the relevant Admission taking place, and the time by which these must occur, may not be waived and the period for compliance with such conditions may not be extended. Any such waiver will not affect Placees' commitments as set out in this Announcement.

None of Stifel or the Company, nor any of their respective affiliates, agents, directors, officers or employees, shall have any liability to any Placee (whether in respect of First Admission, Second Admission or Third Admission) (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Stifel and the Company.

Right to terminate under the Placing and Open Offer Agreement

Stifel is entitled in its absolute discretion, at any time before First Admission, Second Admission or Third Admission, to terminate the Placing and Open Offer Agreement in respect of the Placing Shares (other than in respect of the Firm EIS/VCT Placing Shares if First Admission has occurred, and the EIS/VCT Placing Shares if Second Admission has occurred) by giving notice to the Company in certain circumstances, including, inter alia:

(a)        in the opinion of Stifel (acting in good faith), if the warranties in the Placing and Open Offer Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if repeated at any time before First Admission, Second Admission or Third Admission) by reference to the facts and circumstances then existing;

(b)        in the opinion of Stifel (acting in good faith), the Company fails to comply with any of its obligations under the Placing and Open Offer Agreement and that failure is material in the context of the Proposals;

(c)         in the opinion of Stifel (acting in good faith), there has occurred a development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on or affecting the operations, the condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or Group respectively whether or not foreseeable and whether or not arising in the ordinary course of business; or

(d)        there has been a 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 or declaration of martial law; a material deterioration in, or material escalation in the response to the COVID-19 pandemic; 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 as would be likely in the opinion of Stifel (acting in good faith) to materially prejudice the success of the Proposals.

Following Third Admission, the Placing and Open Offer Agreement is not capable of termination.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing and Open Offer Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Stifel of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of Stifel, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Stifel, the Company or any of their respective directors or employees under the Placing and Open Offer Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No admission document or prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). 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 that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Stifel, any of their respective affiliates, agents, directors, officers or employees, or any other person and neither Stifel, the Company, any of their respective affiliates, agents, directors, officers or employees nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Stifel, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Stifel are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. 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: GB00BF3DT583) following First Admission, Second Admission and Third Admission will take place within CREST provided that, subject to certain exceptions, Stifel reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Stifel (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Stifel.

It is expected that settlement in respect of the: (i) the Firm EIS/VCT Placing Shares will be on 31 March 2021 on a T+11 basis; (ii) the Conditional EIS/VCT Placing Shares will be on 7 April 2021 on a T+14 basis; and (iii) the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares will be on 8 April 2021 on a T+15 basis, in each case in accordance with the instructions set out in the trade confirmation.

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 LIBOR as determined by Stifel.

Each Placee is deemed to agree that, if it does not comply with these obligations, Stifel may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Stifel's account and benefit (as agents for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Stifel (as agent for the Company) on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Stifel all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Stifel lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees 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 a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By submitting a bid and/or participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Stifel, namely that, each Placee (and any person acting on such Placee's behalf):

1.         represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing, the Open Offer or otherwise, other than the information contained in this Announcement, and undertakes not to redistribute or duplicate this Announcement or any part of it;

2.         acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Bookbuild or the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3.         acknowledges that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and similar statements published in the preceding 12 months and that the Placee is able to obtain or access such information or comparable information without undue difficulty;

4.         acknowledges that none of Stifel, the Company, nor any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested Stifel, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

5.         acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that neither Stifel nor any of its affiliates, agents, directors, officers or employees, or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not 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. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied on in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Stifel, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the Research Department of Stifel (the views of such Research Department not representing and being independent from those of the Company and the Corporate Finance Department of Stifel and not being attributable to the same)), and neither Stifel, nor the Company, will be liable for any Placee's decision to accept an invitation to participate in the Placing 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 in deciding to participate in the Placing and it will not rely on any investigation that Stifel, its affiliates, agents, directors, officers or employees or any other person acting on their behalf has or may have conducted;

6.         represents and warrants that it has neither received nor relied on any 'inside information' as defined in the UK version of the Market Abuse Regulation (Regulation 596/2014/EU), as it forms part of domestic law by virtue of the EUWA ("MAR"), concerning the Company in accepting this invitation to participate in the Placing;

7.         acknowledges that Stifel does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Stifel is not acting for it or its clients and that Stifel will not be responsible for providing protections to it or its clients;

8.         acknowledges that neither Stifel nor its affiliates, agents, directors, officers or employees, or any person acting on behalf of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.         neither Stifel, its ultimate holding company nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective affiliates, agents, directors, officers or employees shall be liable to Placees for any matter arising out of Stifel's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which the relevant Placee may have in respect thereof;

10.      acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;

11.      represents and warrants that, if located outside of the United States: (i) it is not a U.S. Person and is not acquiring the Placing Shares for the account or benefit of a U.S. Person; and (ii) it is acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S and not with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States;

12.      represents and warrants that, if located in the United States or is a U.S. Person, it and any accounts it represents: (i) is a QIB and will sign and return a US investor representation letter to the Company and Stifel prior to confirmation of its allocation in the Placing; and (ii) any Placing Shares it acquires will be for its own account (or for the account of a QIB for which it exercises sole investment discretion) for investment purposes and not with a view to resale or distribution within the meaning of the U.S. securities laws;

13.      it acknowledges and agrees that there is no present intention to register any of the Placing Shares for sale or re-sale under the Securities Act and that there can be no representation as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

14.       it is not subscribing for any Placing Shares as a result of any general solicitation or general advertising (with the meaning of Rule 502(c) of Regulation D) or any directed selling efforts (within the meaning of Regulation S);

15.      it acknowledges that the Company has not registered under the Investment Company Act and consequently investors will not be entitled to the benefits and protections of the Investment Company Act and that the Company has put in place transfer restrictions on the Placing Shares to ensure that the Company will not violate the Investment Company Act;

16.      if in the future the Placee decides to offer, sell, transfer, assign or otherwise dispose of any Placing Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the Investment Company Act;

17.       represents and warrants that neither it, nor the beneficial owner if different of such Placing Shares, will be a resident of Canada, Australia, Japan or the Republic of South Africa;

18.       acknowledges and agrees that the relevant clearances have not been and will not be obtained from the securities commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

19.       represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

20.       represents and warrants that: (i) it is aware of and has complied with its obligations under the Criminal Justice Act 1993 and MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); 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 and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Stifel such evidence, if any, as to the identity or location or legal status of any person which Stifel may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Stifel on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Stifel may decide in its sole discretion;

21.       if a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be), represents and warrants that 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 a member state of the EEA or to persons in a jurisdiction to which the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be) otherwise applies, other than Qualified Investors, or in circumstances in which the prior consent of Stifel has been given to the offer or resale;

22.       represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the UK Prospectus Regulation or EEA Prospectus Regulation (including any relevant implementing measure in any member state)(as the case may be);

23.       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 section 21(1) of FSMA does not require approval of the communication by an authorised person;

24.       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;

25.       if in a member state of the EEA, unless otherwise specifically agreed with Stifel in writing, represents and warrants that it is a Qualified Investor within the meaning of the EEA Prospectus Regulation;

26.       if in the United Kingdom, represents and warrants that it is: (A) a Qualified Investor within the meaning of article 2(E) of the UK Prospectus Regulation; and (B) a person: (i) who has professional experience in matters relating to investments and is an "investment professional" falling within Article 19(5) of the Order; (ii) who falls within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

27.       represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

28.       where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Stifel;

29.       if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements):

29.1.              it acknowledges that the 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; and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II ("Target Market Assessment") undertaken by Stifel 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 and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

29.2.              notwithstanding any Target Market Assessment undertaken by Stifel, it confirms that, other than where it is a 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 is has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market;

29.3.              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;

30.       it is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

31.       undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Stifel may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Stifel on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

32.       its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that Stifel may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

33.       acknowledges that neither Stifel, nor any of its affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Stifel and that Stifel does not have any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

34.       undertakes that the person whom it specifies for registration as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may be. Neither Stifel, 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. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Stifel in respect of the same on the basis that the Placing Shares will be credited to the CREST stock accounts of Stifel who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

35.       acknowledges 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 agreement 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 English courts as regards any claim, dispute or matter (including non-contractual matters) 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 the Company or Stifel 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;

36.       acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

37.       agrees that the Company, Stifel and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Stifel on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

38.       agrees to indemnify on an after-tax basis and hold the Company, Stifel and their respective affiliates harmless 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 Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

39.       acknowledges that the Company has not applied for, nor has it received, advance assurance from HMRC that the EIS Placing Shares will qualify for EIS Relief nor that the issue of Ordinary Shares to a VCT should be regarded as a qualifying holding for the purposes of the Income Tax Act 2007.Further, none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that reliefs will be available and not withdrawn at a later date;

40.       acknowledges that no action has been or will be taken by any of the Company, Stifel or any person acting on behalf of the Company or Stifel that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

41.       acknowledges that it is an institution that 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 in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

42.       acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation 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;

43.       acknowledges that Stifel, or any of its affiliates acting as an investor for their own account may take up shares in the Company and in that capacity may retain, purchase or sell for their own account such shares and may offer or sell such shares other than in connection with the Placing;

44.       represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

45.       to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Stifel and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company or Stifel 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Stifel in the event that any of the Company or Stifel has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Stifel accordingly.

In addition, Placees should note that they will be liable for any 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 subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Stifel, 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.

When a Placee or person acting on behalf of the Placee is dealing with Stifel, any money held in an account with Stifel 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 rules and regulations of the FCA made under FSMA. 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 Stifel money in accordance with the client money rules and will be used by Stifel in the course of its own business and the Placee will rank only as a general creditor of Stifel.

All times and dates in this Announcement may be subject to amendment. Stifel shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

 

 

APPENDIX III - DEFINITIONS

The following words and expressions shall have the following meanings in this document unless the context otherwise requires:

 

'Act'	the Companies Act 2006;
'Admission'	First Admission, Second Admission and/or Third Admission, as the context requires;
'Affiliate'	(i) a person controlling, controlled by or under common control with that person; and (ii) any "affiliate" as such term is defined in Rule 405 of the Securities Act;
'AIM'	the market of that name operated by the London Stock Exchange;
'AIM Rules'	the AIM Rules for Companies issued by the London Stock Exchange;
'Announcement'	means this announcement (including the appendix to this announcement)
'Application Form'	the application form relating to the Open Offer which accompanies this document (in the case of Qualifying Non-CREST Shareholders only);
'Basic Entitlement(s)'	the pro rata entitlement of Qualifying Shareholders to subscribe for Open Offer Shares pursuant to the Open Offer, as will be described in Part III of the Circular;
'Bookbuilding Process'	the process to be carried out by Stifel in seeking to procure Placees for the Placing Shares;
'Board' or 'Directors'	the board of directors of the Company or a duly authorised committee thereof;
'Bracco'	Bracco Imaging S.p.A., a company incorporated in Italy (with registered number MI146245312) whose registered office is at Via E Folli 50, 20134 Milan, Italy;
'certificated' or 'in certificated form'	a share or other security which is not in uncertificated form (that is, not in CREST);
'Closing Price'	the closing middle market quotation of an Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;
'Circular'	the circular to be sent to certain Shareholders setting out details of the Open Offer;
'Company'	Polarean Imaging plc, a company incorporated in England and Wales with company number 10442853 and having its registered office at 27-28 Eastcastle Street, London, W1W 8DH;
'Conditional EIS/VCT Placing Shares'	Placing Shares to be issued by the Company to EIS/VCT Investors;
'Conditional Placing'	the conditional placing of the Conditional EIS/VCT Placing Shares and the General Placing Shares at the Fundraise Price by Stifel pursuant to the Placing and Open Offer Agreement;
'CREST'	the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland;
'Directors'	all of the directors of the Company from time to time;
'EEA'	the European Economic Area;
'EIS'	the Enterprise Investment Scheme, as set out in Part 4 of the Income Tax Act 2007 and Schedule 5B Taxation of Chargeable Gains Act 1992, as amended from time to time;
'EIS Placing Shares'	Placing Shares to be issued to certain persons seeking to invest in "eligible shares";
'EIS Relief'	the relief available to investors under EIS;
'EIS/VCT Investors'	the Placees who qualify for enterprise investment scheme relief and Placees who are venture capital trusts and who agree conditionally to acquire EIS/VCT Shares pursuant to the Placing;
'EIS/VCT Placing Shares'	the Firm EIS/VCT Placing Shares and the Conditional EIS/VCT Placing Shares;
'Enlarged Share Capital'	the entire issued ordinary share capital of the Company immediately following Admission (assuming successful applications are received for all available Open Offer Shares);
'Euroclear UK & Ireland'	Euroclear UK & Ireland Limited;
'Excess Entitlement(s)'	in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement (in addition to the Basic Entitlement) to apply for Excess Shares up to the number of Open Offer Shares credited to his stock account in CREST pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions of the Circular;
'Excess Open Offer Entitlement(s)'	in respect of each Qualifying Shareholder, the entitlement to apply for Open Offer Shares in addition to the Basic Entitlement, pursuant to the Excess Application Facility, which is conditional on the Qualifying Shareholder taking up their Basic Entitlement in full and which may be subject to scaling back pursuant to the provisions of this document;
'Excluded Overseas Shareholders'	Shareholders with registered addresses in a Restricted Jurisdiction
'FCA'	the Financial Conduct Authority;
'Firm EIS/VCT Placing Shares'	Placing Shares to be issued by the Company to EIS/VCT Investors;
'First Admission'	the proposed admission of the Firm EIS/VCT Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
'FSMA'	the UK Financial Services and Markets Act 2000;
'Fundraise'	the Placing, Subscription and Open Offer
'General Meeting'	the general meeting of the Company to be convened for 10:00 a.m. on 6 April 2021, notice of which is set out in the Circular;
'Conditional General Placing Shares'	Placing Shares to be issued by the Company to Placees, other than the EIS/VCT Investors;
'Group'	the Company and its subsidiaries and subsidiary undertakings from time to time including, where the context requires, any one or more of such companies;
'HMRC'	Her Majesty's Revenue and Customs;
'ISIN'	International Securities Identification Number;
'Issue Price'	60 pence per New Ordinary Share;
'London Stock Exchange'	London Stock Exchange plc;
'Long Stop Date'	22 April 2021
'MiFID II'	EU Directive 2014/65/EU on markets in financial instruments, as it forms part of domestic law by virtue of the EUWA
'MiFID II Product Governance Requirements'	the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, as it forms part of domestic law by virtue of the EUWA; and (c) local implementing measures;
'New Ordinary Shares'	the Placing Shares, the Subscription Shares and the Open Offer Shares;
'Notice of General Meeting'	the notice of the General Meeting, to be included in the Circular;
'Open Offer'	the proposed open offer of the Open Offer Shares on the terms and conditions contained in the Open Offer Documents at the Issue Price;
'Open Offer Shares'	such number of new Ordinary Shares as set out in the Circular, to be offered to Qualifying Shareholders;
'Ordinary Shares'	ordinary shares of 0.037 pence (£0.00037) each in the capital of the Company;
'Placing'	the conditional placing of the Placing Shares at the Issue Price by Stifel pursuant to the Placing and Open Offer Agreement;
'Placing and Open Offer Agreement'	the placing and open offer agreement entered into between the Company and Stifel on 15 March 2021;
'Placing Shares'	such number of New Ordinary Shares which shall be established by the Bookbuilding Process and set out in the executed Term Sheet comprising the EIS/VCT Placing Shares and the Conditional General Placing Shares;
'Proposals'	the Placing, the Subscription, the Open Offer and each Admission;
'Qualifying Shareholders'	Shareholders (other than Excluded Overseas Shareholders);
'Record Date'	6.00 p.m. on 12 March 2021;
'Register'	the register of members of the Company;
'Regulation D'	Regulation D promulgated under the Securities Act;
'Resolutions'	the resolutions to be proposed at the General Meeting, to be set out in the Notice of General Meeting;
'Restricted Jurisdiction'	each and any of Australia, Canada, Japan, the Republic of South Africa, the United States and any other jurisdiction where the extension or the availability of the Open Offer would breach any applicable law;
'Second Admission'	the proposed admission of the Conditional EIS/VCT Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
'Securities Act'	the United States Securities Act of 1933;
'Shareholder(s)'	holder(s) of Ordinary Shares whose names appear on the Register on the Record Date;
'Stifel'	Stifel Nicolaus Europe Limited, a company incorporated in England with registered number 03719559 and having its registered office at 4th Floor, 150 Cheapside, London, EC2V 6ET, and who at the date of this document is appointed as nominated adviser and corporate broker to the Company, and is acting as sole bookrunner in connection with the Placing;
'subsidiary undertakings'	has the meaning as set out in section 1162 of the Act;
'Subscription'	the potential direct subscription with the Company for the Subscription Shares at the Issue Price by Bracco;
'Subscription Shares'	the 4.2 New Ordinary Shares to be potentially issued pursuant to the Subscription;
'Term Sheet'	those terms of the Placing in the form set out in Schedule 4 of the Placing and Open Offer Agreement, to be executed by the Company and Stifel;
'Third Admission'	the proposed admission of the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules;
'UK' or 'United Kingdom'	the United Kingdom of Great Britain and Northern Ireland;
'uncertificated' or 'in uncertificated form'	a share or security recorded in the Register as being held in uncertificated form, title to which may be transferred by means of CREST;
'US' or 'United States'	the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
'VCT'	a company which is, for the time being, approved as a venture capital trust as defined by Section 259 of the Income Tax Act 2007; and
'VCT Placing Shares'	Placing Shares to be issued to certain persons seeking to invest through venture capital trusts relief.
'Third Admission'	the proposed admission of the Conditional General Placing Shares, the Subscription Shares and the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules;
'UK' or 'United Kingdom'	the United Kingdom of Great Britain and Northern Ireland;
'uncertificated' or 'in uncertificated form'	a share or security recorded in the Register as being held in uncertificated form, title to which may be transferred by means of CREST;
'US' or 'United States'	the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
'VCT'	a company which is, for the time being, approved as a venture capital trust as defined by Section 259 of the Income Tax Act 2007; and
'VCT Placing Shares'	Placing Shares to be issued to certain persons seeking to invest through venture capital trusts relief.

 

GLOSSARY OF TECHNICAL TERMS

'Orange Book'                                                the publication maintained by the FDA listing approved drug products and information: 'Approved Drug Products with Therapeutic Equivalence Evaluations';

'Clinical Trials'                                              the Group's Phase III clinical trials which were conducted in the US;

'EMA'                                                               The European Medicines Agency;

'FDA'                                                                the US Food and Drug Administration;

'MRI'                                                                magnetic resonance imaging; a type of scan that uses strong magnetic fields and radio waves to produce detailed images of the inside of the body;

'NDA'                                                               New Drug Application;

'PDUFA'                                                          the United States Prescription Drug User Fee Act of 1992;

'polariser'                                                      the device that the Group designs manufactures and distributes and which produces hyperpolarised xenon, i.e. a hyperpolariser;

'Xe' or 'xenon'                                             xenon, a chemical element with symbol Xe and atomic number 54, which is a colourless, dense, odourless noble gas found in the Earth's atmosphere in trace amounts; and

'129Xe'                                                            a stable isotope of xenon detectable by MRI.

 

APPENDIX IV - EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Record Date for the Open Offer	6:00 p.m. on 12 March 2021
Announcement of the Fundraise	15 March 2021
Publication and posting of this document, Form of Proxy and, to Qualifying Non-CREST shareholders only, Application Form	16 March 2021
Existing Ordinary Shares marked "ex" by the London Stock Exchange	7.00 a.m. on 16 March 2021
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	As soon as possible after 8.00 a.m. on 17 March 2021
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST for Qualifying CREST Shareholders	4.30 p.m. on 26 March 2021
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 29 March 2021
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) First Admission	3.00 p.m. on 30 March 2021
First Admission and dealings in Firm EIS/VCT Placing Shares expected to commence on AIM	8.00 a.m. on 31 March 2021
Firm EIS/VCT Placing Shares expected to be credited to CREST members' account in uncertificated form	31 March 2021
Latest time and date for receipt of Form of Proxy and CREST voting instructions to be valid at the General Meeting	2.00 p.m. on 31 March 2021
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 1 April 2021
General Meeting	2.00 p.m. (10.00 a.m. (EST)) on 6 April 2021
Announcement of result of Open Offer and result of General Meeting	6 April 2021
Second Admission and dealings in Conditional EIS/VCT Placing Shares expected to commence on AIM	8.00 a.m. on 7 April 2021
Conditional EIS/VCT Placing Shares expected to be credited to CREST members' account in uncertificated form	7 April 2021
Third Admission and dealings in Conditional General Placing Shares, Subscription Shares and Open Offer Shares expected to commence on AIM	8.00 a.m. on 8 April 2021
Conditional General Placing Shares, Subscription Shares and Open Offer Shares credited to CREST members' account in uncertificated form	8 April 2021
Despatch of definitive share certificates in respect of the New Ordinary Shares in be held in certificated form	Within 14 days of Admission

Notes:

1.       Each of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

2.       All of the above times refer to London time unless otherwise stated.

3.       All events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions.