4basebio Plc - Proposed Capital Raise of New Ordinary Shares to raise not less than £15 million

4basebio Plc - Proposed Capital Raise of New Ordinary Shares to raise not less than £15 million

PR Newswire

LONDON, United Kingdom, October 15

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES IN THIS ANNOUNCEMENT.

The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

15 October 2026

4basebio PLC

("4basebio" or the "Company")

Proposed Capital Raise of New Ordinary Shares to raise not less than £15 million

CAMBRIDGE, UK - 15 October 2026 - 4basebio PLC (AIM: 4BB), a specialist in synthetic DNA manufacturing for next-generation genomic medicines and advanced therapies, announces its intention to raise gross proceeds of not less than £15 million through (i) a proposed placing of 2,664,080 new ordinary shares of €1 each in the Company ("Ordinary Shares") (the "Placing Shares") to institutional investors including certain existing shareholders (the "Placing"), (ii) a proposed subscription for 1,025,239 new Ordinary Shares (the "Subscription Shares") by certain directors and existing shareholders (the "Subscription") including those pertaining to the Subscription & Set-Off Agreement as defined below and (iii) a proposed retail offer of up to 97,087 new Ordinary Shares (the "Retail Offer Shares") via the Bookbuild Platform (the "Retail Offer" and, together with the Placing and the Subscription, the "Capital Raise"). All shares issued pursuant to the Capital Raise will be at a fixed issue price of 515 pence per share (the "Issue Price"). The Issue Price represents a discount of 8.4 per cent. to the closing price of 562.5 pence per share on 14 October 2026.

The Placing will be conducted by way of an accelerated bookbuild, which will open with immediate effect, and will be made subject to the terms and conditions set out in Appendix 1 to this announcement (which forms part of this announcement, such announcement and its appendices together being the "Announcement". Capitalised terms contained in the Announcement have the meanings given to them in the definitions section in Appendix 1 of the Announcement.). A further announcement confirming the closing of the accelerated bookbuild for the Placing and the aggregate number of new Ordinary Shares to be issued pursuant to the Placing and the Subscription is expected to be made in due course.

Alongside the launch of the Placing, the Company is proposing to raise up to an additional £0.5 million (before expenses) by way of the Retail Offer. A separate announcement will be made in due course regarding the Retail Offer and its terms and conditions. For the avoidance of doubt, the Retail Offer forms no part of the Placing.

Dr. Amy Walker, CEO of 4basebio, said: "The strategic and operational progress of the Company since the capital raise in 2024 has been significant. We have seen steady interest and adoption in synthetic DNA in both research and clinical applications globally, resulting in significant growth in our client base and pipeline. Our expansion of the GMP-grade services for clinical trials is also fuelling the acceleration in client acquisition and revenue generation.

"The capital raise announced today will provide the Company important resources to expand services and offerings to meet the growing demands of the genomic medicines landscape."

Background to and Rationale for the Capital Raise

2025 saw a period of significant investment into the Company's operational and commercial infrastructure, funded by the 2024 capital raise, laying the groundwork for an inflection in commercial momentum.

As set out in the Company's interim report, H1 2026 was a period of strong commercial momentum, with the Company delivering a six-fold growth in its qualified pipeline.

The Company is now poised for further growth and accelerating commercial momentum.

The net proceeds from the proposed Capital Raise will be used to:

• Support commercial development: maintain strong footprint to drive adoption of synthetic DNA and support targeted revenues of >£10 million per year driven by a pipeline of >£80 million;
• Continue operational progress: complete fit out of Q-Arc to streamline RUO manufacture and increase capacity;
• Enhance R&D efforts: focused effort on decreasing turnaround time and increasing yield, with target COGS 75%+; and
• Support working capital.

Following completion of the Capital Raise, the Company will have cash runway to H2 2028.

General Meeting

The Capital Raise is conditional on shareholder approval. Accordingly, the Company will convene a general meeting (the "General Meeting") at which shareholders will be asked to consider and, if thought fit, pass the required shareholder resolutions approving the grant of new authorities to the Directors to allot the Placing Shares, Subscription Shares and Retail Offer Shares (the "New Shares") and to disapply statutory pre-emption rights in respect of such allotments (the "Resolutions").

It is expected that the shareholder circular and notice of General Meeting (the "Shareholder Circular") will be posted within three Business Days following close of the bookbuild and the General Meeting will be held on or around 6 November 2026. Further details will be announced in due course.

Insider Participation in the Capital Raise and partial repayment of Shareholder Loan

M&G Investment Management Limited ("M&G"), which currently holds 12.62 per cent. of the existing ordinary share capital of the Company, has stated its intention to participate in the Placing, and to maintain its current interest in the Company's shares following the Capital Raise.

Elevage Medical Technologies Holdings LLC ("Elevage"), which currently holds 17.16 per cent. of the existing ordinary share capital of the Company, has stated its intention to subscribe for approximately £1.3 million in the Placing.

Certain directors and officers of the Company - namely Amy Walker, Heikki Lanckriet, Hansjörg Plaggemars and Richard Bungay, have indicated their intention to subscribe for 54,366 Subscription Shares, representing aggregate gross proceeds of circa. £0.3 million.

The Company currently has a fully drawn €25 million loan facility with 2Invest AG, a member of the Deutsche Balaton group (the "Shareholder Loan"). Entities in the Deutsche Balaton group currently hold, in aggregate, 32.95 per cent. of the existing ordinary share capital of the Company. Concurrently with the Placing, 2Invest AG has agreed under the terms of a subscription and set-off agreement dated 15 October 2026 (the "Subscription & Set-Off Agreement") (i) to subscribe for 194,174 Subscription Shares in cash at the Issue Price, for an aggregate amount of approximately £1 million and (ii) to subscribe for an additional 776,699 Subscription Shares at the Issue Price, for an aggregate amount of approximately £4 million, payment of which shall be satisfied through the set-off against repayment of an equivalent amount of principal and accrued interest outstanding under the Shareholder Loan, reducing the outstanding balance under the Shareholder Loan to the principal sum of €21,083,234[1] (the "2InvestSubscription & Set-Off"). The maturity date of the Shareholder Loan will also be extended by two years to 31 October 2030.

The 2Invest Subscription & Set-Off and the amendment of the Shareholder Loan are conditional upon completion of the Placing and the remainder of the Subscriptions.

Related Party Transaction

The amendment to the Shareholder Loan, pursuant to the Subscription & Set-Off Agreement to allow for the Subscription, is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies (the "Related Party Transaction").

Hansjörg Plaggemars is a director of the Company and Managing Director of 2Invest AG. As such, the Directors, with the exception of Hansjörg Plaggemars, having consulted with the Company's Nominated Adviser, Cairn Financial Advisers LLP, consider the terms of the Related Party Transaction to be fair and reasonable insofar as the Company's AIM shareholders are concerned.

Transaction Details and Timetable for the Capital Raise

RBC Capital Markets ("RBC") is acting as global coordinator, joint bookrunner and joint corporate broker, and Cavendish Capital Markets Limited ("Cavendish") is acting as joint bookrunner and joint corporate broker (RBC and Cavendish together, the "Banks") in respect of the Placing.

The bookbuild for the Placing will commence with immediate effect following this Announcement. The timing of the closing of the order book and allocation of the order book are at the absolute discretion of the Banks and the Company.

Details of the number of Placing Shares and Subscription Shares to be allotted and issued - subject to shareholder approval - will be announced as soon as reasonably practicable after the close of the bookbuilding process.

The Placing Shares and Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company.

The Capital Raise will complete in two tranches, with settlement for and Admission of the VCT Placing Shares, expected to occur on 9 November 2026, the business day following the General Meeting. Settlement for, and Admission of, the remaining Non-VCT Placing Shares, Subscription Shares and Retail Offer Shares is expected to take place on or before 8.00 a.m. on 10 November 2026, two business days following the General Meeting.

The Placing and the Subscription are conditional upon, among other things, passing of the Resolutions at the General Meeting and Admission becoming effective. The Placing and the Subscription are also conditional upon the placing agreement between the Company and the Banks (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms. Appendix 1 to this Announcement sets out further information relating to the terms and conditions of the Placing. Neither the Placing nor the Subscription have been underwritten.

Investors 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 appendices to this Announcement.

Following Admission, the Company has committed to a lock up of 120 calendar days.

The person responsible for the release of this Announcement on behalf of the Company is Richard Bungay.

Expected Timetable of Principal Events

Announcement of the Capital Raise	15 October 2026
Announcement of the results of the Placing	15 October 2026
Launch of Retail Offer	15 October 2026
Close of Retail Offer	21 October 2026
General Meeting	10 a.m. on 6 November 2026
Admission and commencement of dealings in the VCT Placing Shares on AIM	8:00 a.m. on 9 November 2026
Crediting of the VCT Placing Shares to stock accounts in CREST	As soon as practicable after 8:00 a.m. on 9 November 2026
Admission and commencement of dealings in the Non-VCT Placing Shares, Subscription Shares and Retail Offer Shares on AIM	8:00 a.m. on 10 November 2026
Crediting of the Non-VCT Placing Shares, Subscription Shares and Retail Offer Shares to stock accounts in CREST	As soon as practicable after 8:00 a.m. on 10 November 2026
Expected date of despatch of definitive share certificates for the Placing Shares, Subscription Shares and Retail Offer Shares in certificated form	By no later than 16 November 2026

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to shareholders by an announcement through a Regulatory Information Service.

Contact Details

4basebio PLC

[phone]

Dr. Amy Walker - Chief Executive Officer

Richard Bungay - Chief Financial Officer

RBC Capital Markets (Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)

T: [phone]

Kathryn Deegan - ECM

Max Avison - ECM Syndicate

Sandrine Cailleteau - Healthcare Advisory

Cavendish Capital Markets Limited (Joint Bookrunner and Joint Corporate Broker)

T: [phone]?0500

Geoff Nash, Andrea Callaghan - Corporate Finance

Nigel Birks - Healthcare Specialist Sales

Cairn Financial Advisers LLP (Nominated Adviser)

T: [phone]

Jo Turner, Sandy Jamieson, Ed Downes

ICR Healthcare (Media and Investor Relations)

T: [phone]

Jessica Hodgson / Ashley Tapp / Philip Marriage

About 4basebio

4basebio (AIM: 4BB) is a Cambridge-based biotechnology company pioneering the use of synthetic DNA to enable next-generation therapeutics and vaccines. Through its proprietary enzymatic DNA synthesis platform, 4basebio produces GMP-grade synthetic DNA and mRNA with superior speed, purity, and scalability, overcoming the limitations of plasmid-based systems. The company offers application-specific DNA constructs tailored to the diverse needs of gene therapies, genome editing, mRNA production, and DNA vaccines, helping partners accelerate proof-of-concept studies and reach clinical milestones more efficiently while maintaining the highest standards of safety and quality.

For more information, visit 4basebio.com .

Forward-looking statements

This announcement may contain certain statements about the future outlook for 4basebio. Although the directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction or to any persons in any of those jurisdictions. 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 any shares in the capital of the Company in the United States, Canada, Australia, South Africa or Japan or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The Placing Shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly in, into or within the United States absent registration under the U.S. Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the shares referred to in this Announcement is being made in the United States.

The Placing Shares are being offered and sold by the Company (i) to persons outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act and (ii) to a limited number of "qualified institutional buyers" (as such term is used in Rule 144A under the Securities Act) in the United States in non-public transactions in reliance on Section 4(a)(2) of the Securities Act.

All offers of Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") in relevant member states of the European Economic Area ("EEA") and under the UK Public Offers and Admissions to Trading Regulations 2024 ("POATRs"). This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. Members of the public are not eligible to take part in the Placing.

This announcement is being distributed only to, and is directed only at: (a) if in the United Kingdom, persons who are "qualified investors" within the meaning of Paragraph 15 of Schedule 1 of the POATRs who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); (b) if in the EEA, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (c) persons to whom it may otherwise be lawfully communicated, (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons in the United Kingdom and in any member state of the EEA. Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and in any member state of the EEA, and will be engaged in only with such persons.

Cavendish is authorised and regulated by the FCA in the United Kingdom and is acting as joint bookrunner, joint broker and retail offer coordinator exclusively for the Company and no one else in connection with this Announcement or any future transaction in connection with it. Cavendish will not regard any other person as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for the giving of advice in relation to any transaction, matter or arrangement of securities of the Company referred to in this Announcement. Neither Cavendish nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of Cavendish in connection with the Placing or any matter referred to in this Announcement.

RBC is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom, and is acting as joint broker, global co-ordinator and joint bookrunner exclusively for the Company and no one else in connection with this Announcement or any future transaction in connection with it. RBC will not regard any other person as a client and will not be responsible to anyone other than the Company for providing the protections offered to their clients nor for the giving of advice in relation to any transaction, matter or arrangement of securities of the Company referred to in this Announcement. Neither RBC nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC in connection with the Placing or any matter referred to in this Announcement.

Cautionary statements

This Announcement may contain, and the Company may make, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Banks. The Placing Shares will not be admitted to trading on any stock exchange other than AIM.

Investing in the Placing Shares involves a substantial degree of risk. In making an investment decision, investors must perform their own investigation and analysis of the Company and the terms of the Placing, including the merits and risks involved. Prospective purchasers should not construe anything in this Announcement as legal, business or tax advice. Each prospective purchaser should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the Placing Shares under applicable legal investment or similar laws or regulations.

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 as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels to professional clients and eligible counterparties (the "Target Market Assessment").

Notwithstanding the Target Market Assessment for the Placing Shares, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering of the Placing Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks 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 the UK Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX 1

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: PERSONS (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129), AS AMENDED ("QUALIFIED INVESTORS") AND (B), IN THE UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE UK PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATRS"), WHO (I) ARE PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) ARE PERSONS WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) ARE OTHER PERSONS TO WHOM THIS PRESENTATION MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) 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.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THE SECURITIES ARE BEING OFFERED AND SOLD BY THE COMPANY (I) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (II) TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS SUCH TERM IS USED IN RULE 144A UNDER THE SECURITIES ACT) IN THE UNITED STATES IN NON-PUBLIC TRANSACTIONS IN RELIANCE ON SECTION 4(A)(2) OF THE SECURITIES ACT.

THE PLACING SHARES MAY NOT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES.

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

Persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees"), will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares 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. if it is in a member state of the EEA, it is a Qualified Investor, 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. if it is in the United Kingdom, it is a Relevant Person 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;
3. it is and, at the time the Placing Shares are acquired, will be either (a) outside the United States and acquiring the Placing Shares in an "offshore transaction" in accordance with and as such terms are defined in Regulation S under the Securities Act ("Regulation S") or (ii) a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act who is also an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act who has duly executed a US Investor Letter in the form provided to it and delivered the same to the Company and the Banks; and
4. if it is a financial intermediary, as that term is used in Articles 2(d) and 5(1) of the Prospectus Regulation or Regulation 7(4) of the POATRs, as applicable, any Placing Shares acquired 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the EEA which has implemented the Prospectus Regulation, or an offer or resale to Relevant Persons in the UK, as applicable, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale.

For the purposes of this Appendix, RBC Capital Markets ("RBC") is acting as global coordinator, joint bookrunner and joint corporate broker, and Cavendish Capital Markets Limited ("Cavendish") is acting as joint bookrunner and joint corporate broker (RBC and Cavendish together, the "Banks").

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, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral or written offer to take up Placing Shares is deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions contained herein and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

Details of the Placing Agreement

The Banks have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price on the terms and subject to the conditions set out in a placing agreement entered into between the Company and the Banks on 15 October 2026 (the "Placing Agreement").

Pursuant to the terms of the Placing Agreement, the Placing is subject to certain conditions (including, inter alia, Admission). The Banks have the right to terminate the Placing Agreement in certain circumstances. Further details of the Placing Agreement are set out below.

The Placing Shares

The VCT Placing is conditional upon, amongst other things, First Admission and the Placing Agreement not having been terminated in accordance with its terms. The Ordinary Placing is conditional upon, amongst other things, the VCT Placing becoming unconditional, the Second Admission becoming effective and the Placing Agreement not having been terminated in accordance with its terms.

The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Venture capital trust ("VCT") investors should note that the Company has not applied for nor received advance assurance from His Majesty's Revenue & Customs, the tax authority of the United Kingdom ("HMRC"), regarding the status of any investment in the Company for VCT purposes. Accordingly, neither the Company nor the Banks give any representations or warranties whatsoever as to the status of the Placing Shares for the purposes of Part 6 of the Income Tax Act 2007, as amended, which is solely a matter for HMRC.

Application for admission to trading

Applications will be made to the London Stock Exchange for (i) the VCT Placing Shares as at First Admission; and (ii) the Ordinary Placing Shares as at Second Admission, to be admitted to AIM.

The Placing is subject to, inter alia, Shareholder approval at the General Meeting. Should the Resolutions not be passed, neither First Admission nor Second Admission will occur.

It is expected that First Admission will take place and dealings in the VCT Placing Shares will commence on AIM at 8:00 a.m. (London time) on 9 November 2026 (or such later date as may be agreed between the Company and the Banks).

It is expected that Second Admission will take place and dealings in the Ordinary Placing Shares, the Subscription Shares and the Retail Shares will commence on AIM at 8:00 a.m. (London time) on 10 November 2026 (or such later date as may be agreed between the Company and the Banks provided that such date is not less than one Business Day after the date of the First Admission).

Bookbuild

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

The Banks 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.

Participation in, and principal terms of, the Placing

1. RBC is acting as global coordinator, joint bookrunner and joint corporate broker in connection with the Placing and Cavendish is acting as joint bookrunner and joint corporate broker.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Banks to participate. The Banks and their affiliates are entitled to enter bids in the Bookbuild and participate in the Placing as principal.
3. The Placing shall be conducted by way of fixed price accelerated bookbuild to establish the number of Placing Shares to be allocated to Placees, which will comprise the allocation of Placing Shares.
4. The Bookbuild will commence with immediate effect on the release of this Announcement and will close at a time to be determined by the Banks in their absolute discretion (after consultation with the Company). The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Banks, will not be capable of variation or revocation after the time at which it is submitted.
6. By participating in the Placing, each Placee will be deemed to have read and understood these Terms and Conditions and the rest of this Announcement in its entirety and to be participating and making an offer for the Placing Shares on these Terms and Conditions and to be providing the representations, warranties and acknowledgements and undertakings contained in these Terms and Conditions. In particular, each Placee acknowledges and understands that the Company has not applied for nor received advance assurance from HMRC regarding the status of any investment in the Company for VCT purposes. Accordingly, neither the Company nor the Banks give any representations or warranties whatsoever as to the status of the Placing Shares for the purposes of Part 6 of the Income Tax Act 2007, as amended, which is solely a matter for HMRC.
7. The number of Placing Shares to be issued pursuant to the Placing will be agreed between the Banks and the Company following completion of the Bookbuild. The number of Placing Shares to be issued and allotted pursuant to the Placing will be announced once the Bookbuild has closed.
8. Each Placee will be required to pay an amount equal to the Placing Price in respect of each Placing Share issued to it.
9. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at RBC or Cavendish. Each bid should state the number of Placing Shares which a prospective Placee wishes to acquire at the Placing Price. Bids may be scaled down by the Banks on the basis referred to below. The Banks are arranging the Placing as agent of the Company.
10. Each Placee's allocation will be determined by the Company and the Banks in their absolute discretion and confirmed orally by RBC or Cavendish (each as an agent of the Company) to the relevant Placee and a trade confirmation or contract note will be dispatched as soon as possible thereafter. RBC or Cavendish's oral confirmation to a Placee will constitute a legally binding commitment by the Placee concerned, in favour of RBC or Cavendish and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and the Company's articles of association (the "Articles"). Each Placee has an immediate, separate, irrevocable and binding obligation owed to the Banks (as agents for and on behalf of the Company) to pay in cleared funds at the relevant time in accordance with the requirements set out below under "Registration and settlement", an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for.
11. The Company and the Banks reserve the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; and (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full. The Company reserves the right to amend the amount to be raised pursuant to the Placing, in agreement with the Banks. The Company will release an announcement following the close of the Bookbuild, detailing the aggregate number of Placing Shares to be issued.
12. The Company and the Banks reserve the right to increase or decrease the gross proceeds to be raised under the placing.
13. Each Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by RBC or Cavendish. The terms of this Appendix will be deemed incorporated therein.
14. Except as required by law or regulation, no press release or other announcement will be made by the Banks 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.
15. Irrespective of the time at which a Placee's allocation(s) pursuant to the Bookbuild and Placing is/are confirmed, settlement of all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
16. All obligations under the Bookbuild and the Placing will be subject to fulfilment of 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 "Termination of the Placing".
17. By participating in the Bookbuild and the Placing, each Placee agrees 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.
18. To the fullest extent permissible by law, none of RBC or Cavendish nor any of their respective affiliates nor any of their or their respective affiliates' agents, members, consultants, partners, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing or the Bookbuild.

Conditions of the Placing

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

The obligations of the Banks under the Placing Agreement in respect of the VCT Placing are conditional on, inter alia:

1. the Placing Announcement being released to a Regulatory Information Service by no later than 8:00 a.m. on the date of the Placing Agreement;
2. the Terms of Sale having been duly executed and delivered by each of the parties to it by no later than 7:00 a.m. on the Business Day following completion of the Bookbuild;
3. the Placing Results Announcement having been released to a Regulatory Information Service following the execution of the Terms of Sale and by no later than 8:00 a.m. on the Business Day following completion of the Bookbuild;
4. the Circular being distributed to the Company's shareholders by no later than 4:00 p.m. on the third Business Day following the date of the Placing Agreement;
5. the Subscription Letters and the DB Share Subscription and Shareholder Loan Amendment Agreement having been entered into and becoming and continuing to be enforceable against the parties thereto and having, and continuing to have, full force and effect and not being varied or modified in any respect, which, in the opinion of the Banks (acting jointly and in good faith) is material in the context of the Company, the Group, the Capital Raise and/or Second Admission;
6. the Subscription Letters and the DB Share Subscription and Shareholder Loan Amendment Agreement becoming wholly unconditional (save for any conditions therein relating to Second Admission);
7. the Company having complied with all of its obligations, save for, any breach which is not, in the opinion of the Banks (acting jointly and in good faith), material in the context of the Company, the Group, the Placing, and/or Admission, and having satisfied all conditions to be satisfied by it, under the Placing Agreement or under the terms or conditions of the Capital Raise, in each case which fall to be performed or satisfied on or prior to First Admission;
8. the due convening of the General Meeting and the Resolutions being duly passed at the General Meeting, without amendment;
9. the Warranties, undertakings and covenants on the part of the Company contained or referred to in the Placing Agreement being true, accurate and not misleading on and as of the date of the Placing Agreement, the date of the Terms of Sale, the date of the Circular and the date of First Admission, as though they had been given and made on the relevant date by reference to the facts and circumstances then subsisting;
10. the delivery of the documents listed in Schedule 3 to the Placing Agreement by not later than the times and dates specified therein (to the extent deliverable on or prior to First Admission);
11. in the opinion of the Banks (acting jointly and in good faith) there being or there having been no Material Adverse Effect since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement);
12. the Company allotting the VCT Placing Shares in accordance with the terms of the Placing Agreement prior to and conditional only on First Admission; and
13. First Admission taking place by not later than 8.00 a.m. on 9 November 2026.

The obligations of the Banks under the Placing Agreement in respect of the Ordinary Placing are conditional on, inter alia:

1. the VCT Placing having become unconditional in all respects and not having been terminated in accordance with the terms of the Placing Agreement;
2. the Registrars having registered (without registration fee) as holders of the VCT Placing Shares such persons entitled thereto as the Registrars are able to register on the basis of the information provided to them by the Banks;
3. the Subscription Letters and the DB Share Subscription and Shareholder Loan Amendment Agreement continuing to be enforceable against the parties thereto and having, and continuing to have, full force and effect and not being varied or modified in any respect, which, in the opinion of the Banks (acting jointly and in good faith) is material in the context of the Company, the Group, the Capital Raise and/or Second Admission;
4. the Subscription Letters and the DB Share Subscription and Shareholder Loan Amendment Agreement becoming wholly unconditional (save for any conditions therein relating to Second Admission);
5. the Company having complied with all of its obligations, save for, any breach which is not, in the opinion of the Banks (acting jointly and in good faith), material in the context of the Company, the Group, the Placing, and/or Second Admission, and having satisfied all conditions to be satisfied by it, under the Placing Agreement or under the terms or conditions of the Capital Raise, in each case which fall to be performed or satisfied on or prior to Second Admission;
6. the Warranties, undertakings and covenants on the part of the Company contained or referred to in the Placing Agreement being true, accurate and not misleading on and as of the date of the Placing Agreement, the date of the Terms of Sale, the date of the Circular and the date of Second Admission, as though they had been given and made on the relevant date by reference to the facts and circumstances then subsisting;
7. in the opinion of the Banks (acting jointly and in good faith) there being or there having been no Material Adverse Effect since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement);
8. the delivery of the documents listed in Schedule 3 to the Placing Agreement by not later than the times and dates specified therein (to the extent not delivered on or prior to First Admission);
9. the Company allotting the Ordinary Placing Shares in accordance with the terms of the Placing Agreement prior to and conditional only on Second Admission; and
10. Second Admission taking place by not later than 8.00 a.m. on 10 November 2026.

(the "Conditions").

The Banks and the Company may agree to extend the time and/or date by which any Condition is required to be fulfilled to no later than on 3.00 p.m. on 21 October 2026. Any such extension will not affect Placees' commitments as set out in this Appendix.

Subject to the following paragraph, if any of the Conditions are not fulfilled or, where permitted, waived to the extent permitted by law or regulations in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Banks may agree, being not later than 3.00 p.m. on 21 October 2026), or the Placing Agreement is terminated in accordance with its terms (as to which, see "Termination of the Placing" below), the Placing will lapse and each Placee's rights and obligations in relation to the VCT Placing and/or the Ordinary Placing shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The Banks may, at their absolute discretion and upon such terms as they consider appropriate, waive fulfilment of all or any of the Conditions in whole or in part (to the extent permitted by law or regulation), save that, inter alia, the conditions relating to the passing of the Resolutions at the duly convened General Meeting, and the effectiveness of First Admission and Second Admission may not be waived. Any such waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Company, RBC nor Cavendish, their respective affiliates or their or their respective affiliates' agents, members, partners, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Conditions to the Placing, nor for any decision any of them may make as to the satisfaction of any Conditions or in respect of the Placing generally, and by participating in the Bookbuild and the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks and the Company. Placees will have no rights against the Company, RBC, Cavendish or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate under the Placing Agreement

The Banks may in their absolute discretion, at any time before First Admission terminate the Placing Agreement by giving notice to the Company in certain circumstances at any time up to First Admission, including, inter alia:

1. there has been a breach by the Company of any of the warranties, undertakings or covenants respectively contained in or given in the Placing Agreement or any other provision of the Placing Agreement or any of the warranties is not, or has ceased to be, true, accurate and not misleading or any matter has arisen which might reasonably be expected to give rise to a claim under the Placing Agreement;
2. it has come to the notice of either of the Banks that any statement made in any Capital Raising Document is or has become untrue, inaccurate or misleading, or any matter has arisen which would, if the Capital Raising Document were to be issued at that time, constitute an omission from the Capital Raising Documents, or any of them, in each case which a Bank (acting in good faith) considers to be (singly or in the aggregate) material in the context of the Company, the Group, the Capital Raise and/or Admission;
3. the occurrence, in the opinion of the Banks (acting jointly and in good faith) of any Material Adverse Effect (whether or not foreseeable at the date of the Placing Agreement);
4. the application for Admission of the VCT Placing Shares is withdrawn or refused by the London Stock Exchange;
5. the London Stock Exchange cancels or suspends trading in the Company's securities; or
6. if:
   1. there has occurred any material adverse change in the financial markets in the United States, the United Kingdom, any EEA State or the international financial markets, any outbreak of hostilities or escalation thereof, any act of terrorism or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, exchange rates or exchange controls, in each case the effect of which (either singly or together with any other event referred to in this paragraph 6) is such as to make it, in the judgement of the Banks (acting in good faith), impracticable or inadvisable to market the Shares or to enforce contracts for the subscription and/or sale of the Shares; or
   2. trading in any securities of the Company has been suspended or limited by the LSE on any exchange or over-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ System or the LSE has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of such exchanges or by such system or by order of the FCA, the LSE, the SEC, the Financial Industry Regulatory Authority or any governmental or self-regulatory authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, the United Kingdom or any EEA State; or
   3. a banking moratorium has been declared by the authorities of any of the United States, the United Kingdom, any EEA State or the State of New York; or
   4. there has occurred an adverse change or a prospective adverse change since the date of the Placing Agreement in United States or United Kingdom taxation affecting the Shares or the transfer thereof or exchange controls have been imposed by the United States, the United Kingdom, or any EEA State,

("First Admission Termination Events").

The Banks may in their absolute discretion, at any time before Second Admission terminate the Placing Agreement by giving notice to the Company in certain circumstances at any time up to Second Admission, a First Admission Termination Event occurs.

Notice of termination may be communicated by the Banks as soon as practicable to any director of the Company orally, by fax, by email or otherwise and announced to a Regulatory Information Service.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

Each Placee agrees with the Company and the Banks that the exercise by the Company, or a Bank of any right of termination or any other right or other discretion under the Placing Agreement, shall be within the absolute discretion of the Company or the Banks (as the case may be) and that neither the Company nor the Banks need make any reference to such Placee and that none of the Company, RBC, Cavendish, their respective affiliates or their or their respective affiliates' agents, members, partners directors, officers or employees, respectively, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By making a bid and participating in the Bookbuild, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" above and will not be capable of rescission or termination by it after oral confirmation of its allocation by RBC or Cavendish.

No Prospectus

No prospectus, admission document or other offering document has been or will be submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange in relation to the Bookbuild or the Placing and no such prospectus is required (in accordance with the POATRs and the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook ("PRM") to be published in the United Kingdom or any equivalent document in any jurisdiction. Placees' commitments will be made solely on the basis of their own assessment of the Company and publicly available information and subject to this Appendix and any further terms set forth in the contract note or trade confirmation sent to individual Placees. Each Placee, by participating in the Bookbuild and 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 information, representation, warranty or statement made by or on behalf of any of the Company or the Banks other than publicly available information and none of the Banks or the Company nor any person acting on their behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Bookbuild and the Placing based on any other information, representation, warranty or statement. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Lock up

As part of the Placing, the Company has agreed that it will not, inter alia, issue or sell any Ordinary Shares for a period of 120 days after Admission without prior consent from the Banks. This agreement is subject to certain customary exceptions and does not prevent the Company from granting options under, and allotting and issuing Ordinary Shares pursuant to options granted under, the Company's existing employee share schemes.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BMCLYF79) following First Admission and Second Admission will take place within the CREST system provided that the Banks reserve 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 of any relevant jurisdiction. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Banks may agree that the Placing Shares should be issued in certificated form.

1. Each Placee will be sent a contract note or trade confirmation which will confirm the number of Placing Shares allocated to them and the aggregate amount owed by them to RBC or Cavendish. Each Placee is deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with RBC or Cavendish or otherwise as RBC or Cavendish direct.
2. Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing SONIA as determined by the Banks.
3. If Placees do not comply with their obligations, each of RBC or Cavendish (as the case may be) may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for its own account and benefit (as agent for the Company), an amount equal to the Placing Price of each Placing Share sold plus any interest due. Placees will, however, remain liable and shall indemnify the Banks on demand for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Each Placee confers on RBC and Cavendish all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Banks lawfully undertake in pursuance of such sale.
4. If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note or 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. Placees will not be entitled to receive any fee or commission in connection with the Bookbuild or the Placing.
5. CREST is a voluntary system and holders of Ordinary Shares (including Placing Shares) who wish to receive and retain share certificates will be able to do so. Investors applying for Placing Shares in the Placing may elect to receive Placing Shares in uncertificated form, if that investor is a system member (as defined in the CREST Regulations) with regard to CREST.

Representations and Warranties

By agreeing to subscribe for Placing Shares, each Placee that enters into a commitment to subscribe for Placing Shares will (for itself and for any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to undertake, represent and warrant to each of the Company and the Banks at the time of entering into such commitment and on an ongoing basis until Admission that:

1. its commitment is made solely on the basis of publicly available information and subject to this Appendix and it is not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that neither the Company nor the Banks, or any of their respective officers, agents, employees or affiliates will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
2. if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Banks or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;
3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to trading on the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with UK MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively, and together with the information referred to as the basis for the assessment in (i) above, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information without undue difficulty; and (iii) it has had access to such Exchange Information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has relied on that investigation for the purposes of its decision to participate in the Placing;
4. it has carefully read and understands this Announcement in its entirety and acknowledges that it is acquiring Placing Shares on the terms and subject to the conditions set out in this Appendix and the Articles as in force at the date of Admission. Such Placee agrees that these terms and conditions represent the whole and only agreement between the Placee, the Company and the Banks in relation to the Placee's participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that neither of the Company or the Banks, nor any of their respective officers, partners or directors, will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
5. no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation or the POATRs or the PRM and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares or otherwise;
6. in making any decision to subscribe for the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Banks, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, the Banks, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
7. it understands that:
   1. neither of the Banks nor the Company gives any warranty, representation or undertaking that: any investment by a VCT in the Company is or will remain a "qualifying holding" for the purposes of Chapter 4, Part 6 Income Tax Act 2007, as amended; and
   2. the Company has not received advance assurance from HMRC regarding the status of any investment in the Company for VCT purposes;
8. it has not relied on any of the Banks or any person affiliated with any of them in connection with any investigation of the accuracy of any information contained in this Announcement;
9. it acknowledges that the contents of this Announcement are exclusively the responsibility of the Company and its Directors and neither the Banks nor any person acting on their behalf nor any of their affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;
10. it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by the Banks or the Company;
11. it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the cincreased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;
12. if it is within the United Kingdom, it is a person who is a "qualified investor" within the meaning of paragraph 15 of Schedule 1 to the POATRs who falls within articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended or is a person to whom the Placing Shares may otherwise lawfully be offered, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations and 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;
13. it and any account for which it is acting is either: (i) is outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S or (ii) inside the United States and is a QIB who has duly executed a US Investor Letter in a form provided to it and delivered the same to the Banks or their affiliates;
14. neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
15. it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
16. it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing in, from or otherwise involving the United Kingdom;
17. if it has received any inside information about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by UK MAR, prior to the information being made publicly available;
18. 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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
19. if the Placee is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such Placing (as applicable) is accepted;
20. it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other offering materials concerning the Placing or the Placing Shares to any persons within a jurisdiction in which it would be unlawful to do so, nor will it do any of the foregoing;
21. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes 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 Qualified Investors 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 Prospectus Regulation;
22. any offer of Placing Shares may only be directed at persons in the United Kingdom who are Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom in breach of Regulation 12 of the POATRs;
23. it acknowledges that none of the Banks nor any of their respective affiliates or any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of any Banks and that none of the Banks has any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing;
24. that, save in the event of fraud on the part of any Bank, or in respect of any liability which cannot be excluded under FSMA, none of the Banks or their respective ultimate holding company, nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of any Bank's role as broker and bookrunner or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;
25. it acknowledges that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Placing (as applicable) in the form provided by the Company and/or the Banks. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;
26. it irrevocably appoints any Director of the Company and/or any authorised representative of any Bank to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;
27. the exercise by the Banks or the Company of any rights or obligations under the Placing Agreement shall be within their absolute discretion and the Banks and the Company need not have any reference to any Placee and it accepts that if the Placing does not proceed or the relevant Conditions to the Placing Agreement are not satisfied for any reason whatsoever then neither the Banks nor the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
28. in connection with its participation in the Placing (i) it has complied with its obligations under the Criminal Justice Act 1993 and UK 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 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any other applicable law concerning the prevention of money laundering and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 (as amended) or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the UK Sanctions List maintained by HM Government 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 the Banks such evidence, if any, as to the identity or location or legal status of any person which the Banks 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 the Banks 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 the Banks may decide in each of their own sole discretion;
29. it acknowledges that due to anti-money laundering requirements and the countering of terrorist financing, the Banks and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, the Banks and the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify the Banks and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been requested has not been provided by it in a timely manner;
30. it is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Placing Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Banks or their respective directors, officers, partners, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with its acceptance of participation in the Placing;
31. the Banks and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them;
32. the representations, undertakings and warranties given by such Placee contained in this Announcement are irrevocable. It acknowledges that the Banks and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify the Banks and the Company;
33. where it or any person acting on behalf of it is dealing with any Bank, any money held in an account with any Bank, on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require that Bank to segregate such money, as that money will be held by such Bank under a banking relationship and not as trustee;
34. any of its clients, whether or not identified to any Bank will remain its sole responsibility and will not become clients of that Bank for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
35. it accepts that the allocation of Placing Shares shall be determined by the Banks (in consultation with the Company to the extent lawful and practicable) in their absolute discretion and that such person may scale down any Placing commitments for this purpose on such basis as it may determine; and
36. it will indemnify on an after-tax basis and hold each of the Banks, the Company and their respective affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it 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;
37. time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing.

United States purchase and transfer conditions

Each purchaser of the Placing Shares who is located in the United States will be required to execute a US Investor Letter containing, among other representations and agreements, certain representations and agreements substantially consistent with those described below, and by accepting delivery of this notice will be deemed to have represented and agreed as follows:

1. it understands that the Placing Shares have not been and will not be registered under the Securities Act or any applicable state securities laws and that the offer and sale of Placing Shares to it are being made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and similar exemptions under applicable state securities laws;
2. it agrees on its own behalf and on behalf of any investor account for which it is purchasing Placing Shares that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except:

• to the Company (though the Company is under no obligation to purchase any such Placing Shares);
• through offers and sales that occur outside the United States in compliance with Rule 904 of Regulation S under the Securities Act; or
• pursuant to a registration statement that has been declared effective under the Securities Act (though the Company is under no obligation to file any such registration statement),

in each case in compliance with any applicable state securities laws in the United States or the securities laws of any state or other applicable jurisdiction;

3. it understands (and each investor for which it is acting (if any) has been advised and understands) that no representation has been made as to the availability of any exemption under the Securities Act or any applicable securities laws of any state or other jurisdiction of the United States for the reoffer, resale, pledge or transfer of the Placing Shares;
4. it is a QIB and is an "accredited investor" and is acquiring the Placing Shares in the ordinary course of its business and for its own account or for the account of one or more QIBs who are also "accredited investors" with respect to which it exercises sole investment discretion, for investment purposes only, and not with a view to any resale, distribution or other disposition of the Placing Shares in violation of United States federal or state securities laws; it has such knowledge and experience in financial and business matters and expertise in assessing risk that it is capable of evaluating the merits and risks of its investments in the Placing Shares (and has sought such accounting, legal, tax and other advice as it has considered necessary to make an informed investment decision) and it, and each account for which it is acting, if any, is aware that there are substantial risks incident to the purchase of the Placing Shares, and is able to bear the economic risk, and sustain a complete loss, of such investment in the Placing Shares and has previously invested in securities similar to the Placing Shares;
5. it has (i) made its own assessment, to its satisfaction, concerning legal, regulatory, tax, business and financial considerations in connection with the Placing, (ii) had access to review all publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision, (iii) reviewed such information as it believes is necessary or appropriate in connection with its purchase of the Placing Shares and (iv) made its investment decision based solely upon its own judgment, due diligence and analysis;
6. it and any account for which it is acting (if any) became aware of this Placing and the Placing Shares were offered to it and each account for which it is acting (if any), solely by means of direct contact between it and the Company, and not by any other means. It acknowledges that it has not purchased the Placing Shares as a result of any "general solicitation" or "general advertising" (as such terms are used in Regulation D under the Securities Act) or "directed selling efforts" within the meaning of Rule 902(c) of Regulation S under the Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
7. it is acquiring the Placing Shares for its own account, or for one or more accounts (and as to each of which it has authority to acquire the Placing Shares and to exercise sole investment discretion), for investment purposes, and not with a view to, or for resale in connection with, the distribution thereof, directly or indirectly, in whole or in part, in the United States. Neither it nor any account for which it is acting (if any) was formed for the specific purpose of acquiring the Placing Shares;
8. if in the future it decides to offer, sell, transfer, assign, novate or otherwise dispose of Placing Shares, it will do so only pursuant to an effective registration statement or, in compliance with an exemption from the registration requirements, of the Securities Act;
9. it consents to the Company making a notation on its records or giving instructions to any transfer agent of the Placing Shares in order to implement the restrictions on transfer set out and described in this notice and in the US Investor Letter;
10. it understands and acknowledges that the Company is not obligated to file and has no present intention of filing with the SEC or with any state securities regulatory authority any registration statement in respect of resales of the Placing Shares;
11. it acknowledges that it has received a copy of this notice and it understands and acknowledges that, as the Placing is a private placement of securities, it is responsible for conducting its own due diligence in connection with the Placing and any purchase of Placing Shares. It acknowledges that it has had the opportunity to ask and has asked any queries regarding an acquisition of the Placing Shares, the Company and its subsidiaries and their affairs, and the terms of the Placing Shares, and has received satisfactory answers from representatives of the Company, and it has had access to such information concerning the Company and the Placing Shares as it has deemed necessary to conduct its own due diligence and make an informed investment decision on its behalf and on behalf of each account for which it is acting (if any);
12. it acknowledges that no representation or warranty is made by the Company or any Bank as to the accuracy or completeness of any representation, warranty or undertaking (express or implied) to it with respect to the Company or the Placing Shares. It further acknowledges that none of the Company or the Banks has made any representation or given any information to it with respect to the Company or the offering or sale of any Placing Shares other than the information contained in this notice;
13. it understands that none of the Company or its affiliates, directors, officers, employees, agents, representatives or advisors makes any representation as to the future performance of the Company or any of their respective subsidiaries or affiliates or their respective securities, including the Placing Shares;
14. it acknowledges that the Placing Shares will be "restricted securities" within the meaning of Rule 144;
15. each of the Banks, the Company, its directors, officers, partners, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations and agreements. If any of the representations or agreements made by the purchaser are no longer accurate or have not been complied with, the purchaser will immediately notify the Company and, if it is acquiring any Placing Shares as a fiduciary or agent for one or more accounts it has sole investment discretion with respect to each such account and it has full power to make such foregoing representations and agreements on behalf of each such account; and
16. it acknowledges that the Company may request from it and/or any account for which it is acting (if any) such additional information as the Company may reasonably deem necessary to evaluate its eligibility or the eligibility of any account for which it is acting to acquire the Placing Shares, and may request from time to time such information as the Company may reasonably deem necessary to determine its eligibility or eligibility of any account for which it is acting to hold the Placing Shares or to enable the Placing Shares to determine their compliance with applicable regulatory requirements or tax status, and it and each account for which it is acting (if any) shall provide such information as may be reasonably requested.

The Company will not recognize any resale or other transfer, or attempted resale or other transfer, in respect of the Placing Shares made other than in compliance with the above stated restrictions.

The Company, the Banks and their respective directors, officers, partners, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

If any of the representations, warranties, acknowledgments or agreements made by the Placee are no longer accurate or have not been complied with, the Placee will immediately notify the Company and the Banks.

Supply and disclosure of information

If any Bank or the Company or any of their respective agents request any information about a Placee's agreement to subscribe for Placing Shares under the Placing, such Placee must promptly disclose it to them.

Miscellaneous

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

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.

Each Placee agrees to be bound by the Articles once the Placing Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for Placing Shares under the Placing and the appointments and authorities mentioned in this Announcement and all disputes and claims arising out of or in connection with its subject matter or formation (including any non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Banks and the Company, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for Placing Shares under the Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

The Banks and the Company expressly reserve the right to modify the terms of the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context otherwise requires:

Admission	means the First Admission and/or Second Admission, as the context requires
affiliate	has the meaning given in Rule 501(b) of Regulation D or Rule 405 under the Securities Act, as applicable, and affiliates shall be construed accordingly
AIM	means AIM, a market operated by the London Stock Exchange
AIM Rules	means the AIM Rules for Companies and the AIM Notes for Investing Companies and Mining, Oil and Gas Companies published by the London Stock Exchange (as amended or reissued from time to time)
Articles	means the articles of association of the Company in force as at the date of this Announcement (as amended from time to time)
Banks	means RBC and Cavendish
Board of Directors	means the board of directors of the Company as at the date of this Announcement
Bookbuild	means the bookbuilding process to be commenced by the Banks to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement
Business Day	means a day not being a Saturday or a Sunday on which banks are generally open for normal banking business in the City of London
Capital Raise	means the Placing, the Subscription, and the Retail Offer
Capital Raising Documents	means the Placing Documents, the Subscription Letters, and the Retail Offer Announcement
Cavendish	means Cavendish Capital Markets Limited, registered in England and Wales with company number 06198898 and having its registered office at 1 Bartholomew Close, London, EC1A 7BL
certificated or in certificated form	means an Ordinary Share which is not in uncertificated form (that is, not in CREST)
Circular	means the circular in agreed form to be issued by the Company to shareholders on or around 20 October 2026, including, inter alia, details of the Capital Raise containing the Notice of General Meeting
Company	means 4basebio PLC, registered in England and Wales with No. 13519889 and having its registered office at 25 Norman Way, Over, Cambridge CB24 5QE
CREST	means the relevant system (as defined in the CREST Regulations) of which Euroclear is the Operator (as defined in the Crest Regulations)
CREST Regulations	means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended)
DB Share Subscription and Shareholder Loan Amendment Agreement	means the share subscription and shareholder loan amendment agreement between the Company and 2Invest AG dated on or about the date of the Placing Agreement
Directors or Board	means the directors of the Company as at the date of this Announcement and Director shall be construed accordingly
EEA State	means any member state of the European Economic Area
Euroclear	means Euroclear UK & International Limited, a company incorporated in England and Wales, being the Operator of CREST
EUWA	means the European Union (Withdrawal) Act 2018 (as amended)
FCA	means the UK Financial Conduct Authority including, where the context so permits, any committee, employee, officer or servant to whom any function of the Financial Conduct Authority may be delegated for the time being
First Admission	means admission of the VCT Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies
Fundraising	means the Placing, the Retail Offer and the Subscriptions
Fundraising Shares	means the New Shares to be issued pursuant to the Placing, the Subscription and the Retail Offer;
FSMA	means the Financial Services and Markets Act 2000 (as amended)
General Meeting	means the general meeting of the Company, at which the Resolutions will be proposed, to be held at 10.00 a.m. on 6 November 2026 at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, notice of which is to be set out in the Circular
HMRC	means His Majesty's Revenue & Customs, the tax authority of the United Kingdom
Intermediaries	means an individual, company or other entity that manages and executes the buying and selling of securities on behalf of Retail Investors
ISIN	means International Securities Identification Number
Issue Price	means 515 pence per New Share
London Stock Exchange	means London Stock Exchange plc
Material Adverse Effect	means a material adverse effect or change in, or any development or matter reasonably likely to give rise to or involve a material adverse effect or change, in or affecting, the condition (financial, operational, legal or otherwise), earnings, management, business affairs, assets, results of operations or prospects of any member of the Group, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement
New Shares	means the Placing Shares, the Retail Shares and the Subscription Shares
Ordinary Placees	means persons procured by the Banks in accordance with the Placing Agreement to subscribe for Ordinary Placing Shares pursuant to the Ordinary Placing
Ordinary Placing	means the placing of the Ordinary Placing Shares on the terms of the Placing Documents
Ordinary Placing Shares	means the number of new Shares to be issued by the Company pursuant to the Ordinary Placing as established by the Bookbuild and as set out in the Terms of Sale
Ordinary Shares	means ordinary shares of EUR 1 each in the capital of the Company
Placees	means the VCT Placees and the Ordinary Placees
Placing	means the VCT Placing and the Ordinary Placing
Placing Agreement	means the agreement dated the same date as this Announcement made between the Company and the Banks relating to the Placing
Placing Results Announcement	means the press announcement giving details of the results of the Placing substantially in the agreed form save for the inclusion of the number of New Shares to be issued
Placing Shares	means VCT Placing Shares and the Ordinary Placing Shares
POATRs	means the Public Offers and Admissions to Trading Regulations 2024
Prospectus Regulation	means Prospectus Regulation (EU) 2017/1129
Regulation S	means Regulation S promulgated under the Securities Act
QIB	means a "qualified institutional buyer" as defined in Rule 144A of the Securities Act
RBC	means RBC Europe Limited (registered in England and Wales with No. 00995939) with its registered office at 100 Bishopsgate, London EC2N 4AA
Registrar	means Computershare Investor Services plc of The Pavilions, Bridgwater Road, Bristol BS13 8AE in its capacity as registrar to the Company
Regulatory Information Service	means any service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
Resolutions	means the ordinary and special resolutions to be proposed at the General Meeting
Restricted Jurisdictions	the United States, Canada, Australia, Japan, New Zealand and the Republic of South Africa or any other jurisdiction where the extension or availability of the Fundraising would breach any applicable law
Retail Investors	means investors of the usual type within an Intermediary's client base, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations
Retail Offer	means the offer made by the Company of the Retail Shares at the Issue Price through the Retail Offer Platform solely in the United Kingdom in a retail offering in offshore transactions as defined in and meeting the requirements of Regulation S
Retail Offer Platform	means the retail offer platform BookBuild operated by BB Technology Ltd (registered number 13508012) which operates the website known as www.bookbuild.live which will host the Retail Offer
Retail Shares	means up to 97,087 new Ordinary Shares to be issued by the Company pursuant to the Retail Offer
Second Admission	means the admission of the Ordinary Placing Shares, the Subscription Shares and the Retail Shares to trading on AIM becoming effective in accordance with the AIM Rules
Securities Act	means the United States Securities Act of 1933, as amended
Shareholder	means a holder of Ordinary Shares
Subscription	means the proposed subscription by certain of the Directors for the Subscription Shares on the terms of the Subscription Letters
Subscription Letters	means the draft subscription letters in the agreed form to be entered into between the Company and certain of the Directors in connection with the Subscription and Subscription Letter shall be construed accordingly
Subscription Shares	means the 1,025,239 Shares to be issued by the Company pursuant to the Subscription
Terms of Sale	means the terms of sale in or substantially in the form set out in the Placing Agreement to be entered into by the Company and each of the Banks following completion of the Bookbuild
UK MAR	means the UK version of the EU Market Abuse Regulation ((EU) 596/2014) as it forms part of UK law by virtue of the EUWA
uncertificated or in uncertificated form	means recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
US Investor Letter	means an investor representation letter to be executed and provided to the Banks by any Placees who are QIBs located in the United States
VCT	means a venture capital trust
VCT Placees	means persons procured by the Banks in accordance with the Placing Agreement to subscribe for VCT Placing Shares pursuant to the VCT Placing
VCT Placing	means the placing of the VCT Placing Shares on the terms of the Placing Documents
VCT Placing Shares	means the number of new Shares to be issued by the Company pursuant to the VCT Placing as established by the Bookbuild and as set out in the Terms of Sale

References to a "company" in this Announcement shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

For the purpose of this Announcement, "subsidiary" and "subsidiary undertaking" have the meanings given by the Companies Act 2006.

[1] Assuming Admission occurs on 10 November 2026 and based on the EUR:GBP exchange rate of 1: 0.84514 as derived by Bloomberg on one day prior to the date of this Announcement.