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"). 

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, further to the announcement made on 15 March 2021 (the "Launch Announcement"), the successful completion of a significantly oversubscribed Placing, which together with the Subscription, has raised gross proceeds of £25.0 million by means of a placing to institutional and other investors (the "Placing") and a direct subscription with the Company (the "Subscription") of, in aggregate, 41.7 million New Ordinary Shares at a price of 60 pence per New Ordinary Share (the "Issue Price").

The Subscription included an investment from Bracco Imaging S.p.A. ("Bracco"), the world-leading diagnostic imaging provider and current 7.5 per cent. owner of the Company's existing issued ordinary share capital (the "Existing Share Capital"), who subscribed for 4.2 million New Ordinary Shares at the Issue Price, investing a total of £2.5 million and the Directors who have subscribed for, in aggregate, 364,000 New Ordinary Shares at the Issue Price representing a total investment of approximately £0.2 million.

The net proceeds of the Placing and Subscription, which are estimated to be approximately £23.7 million will be used to fund sales and marketing expenses to build the commercial team and infrastructure, to support ongoing clinical trial, regulatory and medical affairs costs, to support the continued investment in research and development and to provide additional working capital and for general corporate purposes.

Richard Hullihen, Chief Executive Officer of Polarean, commented:  "This Fundraise represents a significant development for Polarean in the capital markets. The net proceeds of the Fundraise will allow us to prepare for commercialisation and launch post approval of our proprietary drug-device combination in the United States, the largest healthcare market globally."

"We remain grateful to our existing shareholders who continue to support our important endeavours further underscoring their commitment to supporting the Company. Notably, we have also been able to attract considerable levels of interest and demand from new investors in this transaction, including US based investors, which will allow us to significantly broaden our shareholder register."

In addition, in order to provide Shareholders who have not taken part in the Placing or Subscription with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing Qualifying Shareholders with the opportunity to subscribe for an aggregate of approximately 3.3 million Open Offer Shares, to raise approximately £2.0 million (before expenses), on the basis of:

1 Open Offer Share for every 50 Existing Ordinary Shares held on the Record Date, at a price of 60 pence per Open Offer share

Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

The Fundraise consists of the Placing, Subscription and Open Offer. The Open Offer is conditional on the Conditional Placing becoming or being declared unconditional in all respects and not being terminated before the Third Admission. Accordingly, if the conditions to the Conditional Placing (including the passing of certain resolutions at the General Meeting) are not satisfied or waived (where capable of waiver), the Open Offer will not proceed.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular, draft extracts of which were contained in the Launch Announcement and which is expected to be posted to Shareholders later today. The Circular will also be available on the Company's website later today: https://www.polarean-ir.com/content/investors/fundraising

Assuming completion of the Placing, Subscription and take-up of the Open Offer Shares in full, upon the Third Admission, the Enlarged Share Capital is expected to be approximately 208.2 million Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 21.6 per cent. of the Enlarged Share Capital.

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.

 

Director Dealings

Jonathan Allis, Richard Hullihen and Cyrille Petit have subscribed for new Ordinary Shares in the amounts set out in the table below pursuant to the Subscription.

 

	On the date of this announcement			Immediately following Third Admission
Director	Number of Ordinary Shares held	Percentage of Existing Share Capital	Number of New Ordinary Shares subscribed for	Number of Ordinary Shares held	Percentage of Enlarged Share Capital(1)
Jonathan Allis	2,433,129	1.5	160,000	2,593,129	1.25
Richard Hullihen	2,928,899	1.8	120,000	3,048,899	1.46
Cyrille Petit	350,000	0.2	84,000	434,000	0.21

 (1) Assuming full take up of all Open Offer Shares available under the Open Offer

 

Shareholder Interests and Related Party Disclosure

Amati AIM VCT plc ("Amati"), which holds, as at the date of this announcement, directly or indirectly, 14.4 per cent. of the existing issued share capital of the Company, and Bracco, which holds approximately 7.5 per cent. of the existing issued share capital of the Company, are participating in the Fundraise at the Issue Price as follows:

 

	On the date of this announcement			Immediately following Third Admission
Shareholder	Number of Ordinary Shares held	Percentage of Existing Share Capital	Number of New Ordinary Shares subscribed for	Number of Ordinary Shares held	Percentage of Enlarged Share Capital(1)
Amati	23,571,429	14.4	2,543,040	26,114,549	12.54
Bracco	12,222,222	7.5	4,166,666	16,388,888	7.87

 

(1) Assuming full take up of all Open Offer Shares available under the Open Offer and that Amati only participates in the Placing and Bracco only participates in the Subscription and not the Open Offer.

The participation by Amati in the Transaction constitutes a related party transaction for the purposes of the AIM Rules. The Directors consider, having consulted with Stifel, the Company's nominated adviser, that the terms of Amati's subscription for Placing Shares is fair and reasonable in so far as the Shareholders are concerned.

The participation by Bracco in the Transaction constitutes a related party transaction for the purposes of the AIM Rules. The Directors (other than Cyrille Petit who, as he is the representative of Bracco on the Board, did not participate in the Board's consideration of this matter) consider, having consulted with Stifel, the Company's nominated adviser, that the terms of Bracco's subscription for Subscription Shares is fair and reasonable in so far as Shareholders are concerned.

 

Details of the Placing

The Company has raised £22.3 million through a Placing, consisting of three tranches:

• £1.5 million through the placing of 2.5 million Firm EIS/VCT Shares issued to investors seeking to invest in "eligible shares" for the purposes of EIS, or through VCT relief (the "Firm Placing")
  
• £7.5 million through the placing of 12.5 million Conditional EIS/VCT 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")
  
• £13.3 million through the placing of 22.1 million Conditional General Shares (the "Conditional General Placing") conditional on, inter alia, the passing by Shareholders of certain resolutions at the General Meeting  (the "Conditional General Placing")

 

Total Voting Rights

Following Admission of the Firm Placing shares, the total issued share capital of the Company will consist of 165,758,923 Ordinary Shares. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Open Offer Timetable

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. (9.00 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.

 

The timetable and the capitalised terms used in this announcement have the same meanings as in the Launch Announcement, unless otherwise stated.
 

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.

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.

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs")

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Dr Jonathan Allis
2.	Reason for the notification
a)	Position/status:	Non-Executive Chairman
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Polarean Imaging Plc
b)	LEI:	213800DGR2BHXJ36OL37
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of £0.00037   GB00BF3DT583
b)	Nature of the transaction:	Subscription for new ordinary shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 60 pence 160,000
d)	Aggregated information: Aggregated volume: Price:	Price(s) Volume(s) 60 pence 160,000
e)	Date of the transaction:	16 March 2021
f)	Place of the transaction:	Off-market

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Richard Hullihen
2.	Reason for the notification
a)	Position/status:	Chief Executive Office
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Polarean Imaging Plc
b)	LEI:	213800DGR2BHXJ36OL37
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of £0.00037   GB00BF3DT583
b)	Nature of the transaction:	Subscription for new ordinary shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 60 pence 120,000
d)	Aggregated information: Aggregated volume: Price:	Price(s) Volume(s) 60 pence 120,000
e)	Date of the transaction:	16 March 2021
f)	Place of the transaction:	Off-market

 

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Cyrille Petit
2.	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Polarean Imaging Plc
b)	LEI:	213800DGR2BHXJ36OL37
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of £0.00037   GB00BF3DT583
b)	Nature of the transaction:	Subscription for new ordinary shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 60 pence 84,000
d)	Aggregated information: Aggregated volume: Price:	Price(s) Volume(s) 60 pence 84,000
e)	Date of the transaction:	16 March 2021
f)	Place of the transaction:	Off-market

 

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.