REG - Corre Energy B.V. - Proposed Placing

Corre Energy BVAnnouncement

28/05/2024 07:00

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RNS Number : 9646P  Corre Energy B.V.  28 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD BE
RESTRICTED, UNLAWFUL OR UNAUTHORISED. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT.

28 May 2024

Corre Energy B.V.

("Corre Energy" and the "Company")

Proposed Placing

Corre Energy, the leading developer of long duration energy storage (LDES),
announces its intention to raise additional funds by way of a placing of new
shares (the "Placing Shares") in the capital of the Company (the "Placing").
This follows the successful raise of €2.12 million by way of subscription
agreements (the "Subscription") with the Company's founder shareholders and a
long-term shareholder, as announced on 23 May 2024.

As previously announced, the Placing is intended to offset dilution arising
from the Subscription for eligible shareholders. The Placing will be conducted
through an accelerated bookbuild process (the "Bookbuild"), which will be
launched immediately following this announcement at a price of €0.46 per
share. The Placing price reflects that of the Subscription and funds raised
will support the working capital of the Company as it moves through the next
stage in its strategic investment process being managed by Rothschild & Co
while providing an opportunity to all eligible shareholders to continue to
support the Company.

Details of the Placing

The Placing is being conducted, subject to the satisfaction of certain
conditions described in the Appendix to this announcement.  J&E Davy
("Davy") is acting as sole bookrunner in respect of the Placing.

No commissions will be paid to placees or by placees in respect of any of the
Placing Shares. The book will open with immediate effect from the issue of
this Announcement. Except as disclosed in this Announcement under "Details of
the Placing", members of the public are not entitled to participate in the
Placing.

The final number of Placing Shares will be decided at the close of the
Bookbuild. All investors who participate in the Placing will be required to
make bids for Placing Shares at the Placing Price. The timing of the closing
of the book and allocations are at the discretion of the Company and Davy.
Details of the total number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.

The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing shares of the Company, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue. The Company currently has 73,343,129 shares in issue.

The Placing is conditional, among other things, upon Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms. The Appendix sets out further information relating to the Bookbuild
and the terms and conditions of the Placing.

By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the terms and subject to the conditions in it, and to be providing the
representations, warranties, indemnities, acknowledgements, and undertakings
contained in the Appendix.

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
of this Announcement.

To bid in the Bookbuild, placees should communicate their bid by telephone or
in writing to their usual sales contact at Davy.

For further information, please contact:

 

Corre Energy B.V.

ir@corre.energy or +31 (0) 50 799 5060

 

Davy (Euronext Growth Listing Sponsor and Placing Agent)

Anthony Farrell +353 (1) 614 9993

Niall Gilchrist +353 (1) 614 2878

 

ABOUT CORRE ENERGY: Corre Energy designs, develops, constructs, and operates
utility-scale Long Duration Energy Storage (LDES) projects in Europe and North
America. Through our project development activities, Corre Energy is working
to accelerate the energy transition to net zero, while enhancing the security
and flexibility of large-scale energy systems.

 

Important notice

 

This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, directly or indirectly, in whole
or in part, in, into or from Australia, Canada, Japan, South Africa or any
other state or jurisdiction in which the same would be restricted, unlawful or
unauthorised, in each case except pursuant to an available exemption from
applicable securities laws (each, a "Restricted Territory").

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement is for information purposes only and does not constitute an
offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an
offer to buy, sell, issue, acquire or subscribe for shares in the capital of
the Company in any Restricted Territory 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 the securities laws of such
jurisdictions. No public offer of the shares referred to in this Announcement
is being made in Ireland, the United Kingdom, any Restricted Territory or
elsewhere.

This Announcement has been issued by and is the sole responsibility of the
Company. Neither J&E Davy ("Davy"), nor any of its affiliates accept any
responsibility whatsoever for the contents of the information contained in
this Announcement or for any other statement made or purported to be made by
or on behalf of Davy or any of its affiliates in connection with the Company,
the Placing. Davy and its affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by Davy or any of its
affiliates as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.

Members of the public are not eligible to take part in the Placing. All offers
of securities in connection with the Placing will be made pursuant to an
exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from
the requirement to produce a prospectus for offers of securities. This
Announcement and the terms and conditions set out herein are directed only at
and may only be communicated to persons: (a) if in an EEA member state, who
are qualified investors within the meaning of Article 2(e) of the Prospectus
Regulation ("Qualified Investors"); (b) in the United Kingdom who (i) have
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the
"FPO") or fall within the definition of "high net worth companies,
unincorporated associations etc" in Article 49(2)(a) to (d) of the FPO and
(iii) are "qualified investors" as defined in Article 2(e) of the Prospectus
Regulation as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus Regulation"); and (c)
otherwise to whom it may lawfully be 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. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. This Announcement does not
itself constitute an offer for sale or subscription of any securities in the
Company.

By participating in the Placing, each person who is invited to and who chooses
to so participate will be deemed to have read and understood this Announcement
in its entirety.

Davy, which is regulated in Ireland by the Central Bank of Ireland is acting
as placing agent for the Company and no-one else in connection with the
Placing and is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor for
providing advice in relation to the Placing and/or any other matter referred
to in this Announcement.

The distribution of this Announcement in certain jurisdictions may be
restricted by law. No action has been taken by the Company or Davy that would
permit an offering of securities in the Company or possession or distribution
of this Announcement or any other offering or publicity material relating to
such shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Davy to inform themselves about, and to observe, such
restrictions. The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable
laws of other jurisdictions.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with entry into
the Placing.

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events and the Company's future financial condition and
performance. These statements, which sometimes use words such as "aim",
"anticipate", "believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar meaning,
reflect the directors' current beliefs and expectations and involve known and
unknown risks, uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict, that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. These risks
include, but are not limited to, risks related to the business of the Corre
Energy Group (including storage site access, risks in relation to agreements
to which the Company is party and construction related risks), risks relating
to the industry in which it operates (including its output markets,
technological change and general economic conditions) and risks relating to
laws and regulations (including the EU subsidy and regulatory framework).

Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The basis for any statements in this Announcement
regarding Corre Energy's competitive position is based on the Company's own
assessment and knowledge of the market in which the Company operates. All
references to the Company as global leader, best in class, unrivalled and
other similar expressions are in the Company's view. The information contained
in this Announcement speaks only as of the date of this Announcement and is
subject to change without notice and the Company does not assume any
responsibility or obligation to, and does not intend to, update or revise
publicly or review any of the information contained herein, whether as a
result of new information, future events or otherwise, except to the extent
required by the Euronext Growth Rules for Companies, Euronext Dublin, the
Central Bank of Ireland or by applicable law or regulation. No statement in
this Announcement is or is intended to be a profit forecast or profit estimate
or to imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or published
earnings of the Company.

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

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

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

Access reports, shareholder documents and circulars for Corre Energy B.V. and
other information are available on the Corre Energy website at
https://corre.energy/investor/reports-and-documents/
(https://corre.energy/investor/reports-and-documents/) .  Neither the content
of the Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and the product
governance requirements contained within the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II and 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 (a) retail investors, as defined in MiFID II and Regulation (EU) NO
2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients, as defined in MiFID II and
Regulation (EU) NO 600/2014 as it forms part of domestic law by virtue of the
EUWA, or (c) eligible counterparties, as defined in MiFID II and the FCA's
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the 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 Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties or who are Relevant Persons as defined below.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or COBS; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.

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

 

 

 

APPENDIX

TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN AN EEA MEMBER STATE, WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION
OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR
FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (III) ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("EUWA"); AND (C) OTHERWISE TO WHOM IT MAY OTHERWISE
LAWFULLY BE 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. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.

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

The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended ("Securities Act"), and may not be offered
or sold, directly or indirectly, in or into the United States absent
registration under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act. Any offering of the Placing
Shares to be made (i) in the United States will be made only to a limited
number of "qualified institutional buyers" ("QIBs") within the meaning of Rule
144A under the Securities Act ("Rule 144A") and (ii) outside the United States
in offshore transactions within the meaning of, and in reliance on, Regulation
S under the Securities Act ("Regulation S").

Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in the Terms and Conditions below.

This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, any Restricted Territory (as defined below) or in any
jurisdiction where such offer or solicitation is unlawful. No public offering
of securities will be made in connection with the Placing in Ireland, the
United Kingdom, the United States, any Restricted Territory or elsewhere.

This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in Australia,
Canada, Japan, South Africa or in any jurisdiction in which such publication
or distribution is unlawful (each a "Restricted Territory"). The distribution
of this Announcement and the Placing and/or the offer or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or the Bookrunner or any of its affiliates or agents
which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any such action. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunner to inform
themselves about, and to observe, any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation and the Prospectus Regulation as it forms part of
the domestic law of the UK by virtue of the EUWA (the "UK Prospectus
Regulation") from the requirement to produce a prospectus. This Announcement
is being distributed and communicated to persons in the UK only in
circumstances to which section 21(1) of the Financial Services and Markets Act
2000, as amended ("FSMA") does not apply.

Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunner or any of its affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
party or its advisers, and any liability therefore is expressly disclaimed.

The Bookrunner is acting exclusively for the Company and no-one else in
connection with the Placing and are not, and will not be, responsible to
anyone (including the placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.

Neither the Company nor the Bookrunner makes any representation to any placees
regarding an investment in the securities referred to in this Announcement
under the laws applicable to such placees. Each placee should consult its own
advisers as to the legal, tax, business, financial and related aspects of an
investment in the Placing Shares.

By participating in the Placing, placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in Appendix, including being deemed to be providing (and
shall only be permitted to participate in the Placing on the basis that they
have provided) the representations, warranties, acknowledgements and
undertakings set out herein.

In particular each such placee represents, warrants and acknowledges that:

(a) 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;

(b) it is and, at the time the Placing Shares are acquired, will be either (i)
outside the United States; or (ii) a "qualified institutional buyer" (a "QIB")
as defined in Rule 144A under the Securities Act; if acquiring the Shares for
the account of one or more other persons, it has full power and authority to
make the representations, warranties, agreements and acknowledgements herein
on behalf of each such account; and

(c) if it is a financial intermediary, as that term is used in the Prospectus
Regulation and the UK Prospectus Regulation, that it understands the resale
and transfer restrictions set out in this Appendix and that 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 in a member state of
the EEA or the UK to Qualified Investors, or in circumstances in which the
prior consent of Bookrunner has been given to each such proposed offer or
resale.

 

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Bookbuild

Davy will today commence a bookbuilding process in respect of the Placing (the
"Bookbuild") to determine demand for participation in the Placing by placees.
No commissions will be paid to placees or by placees in respect of any Placing
Shares. The book will open with immediate effect following this Announcement.
Members of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Placing.

Details of the Placing Agreement and of the Placing Shares

The Bookrunner has entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, The
Bookrunner will agree to use its reasonable endeavours to procure placees for
the Placing Shares at the Placing Price and as set out in the Placing
Agreement.

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

No element of the Placing is being underwritten.

The final number of Placing Shares and Placing Price will be decided at the
close of the Bookbuild. All investors who participate in the Placing will be
required to make bids for Placing Shares in Euro. The timing of the closing of
the book and allocations are at the discretion of the Company and the
Bookrunner. Details of the number of Placing Shares and Placing Price will be
announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will have been duly authorised and will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
existing shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the shares after the date
of issue. The Placing Shares will be issued free of any pre-emption rights,
encumbrances, liens or other security interests.

Application for admission to trading

The Company will apply to Euronext Dublin for the Placing Shares to be
admitted to trading on Euronext Growth ("Admission"). It is expected that
Admission will become effective and that dealings will commence in the Placing
Shares at 8.00 a.m. on 31 May 2024 (or such later date as may be agreed
between the Company and the Bookrunner). The Placing is conditional upon,
amongst other things, Admission becoming effective.

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

Participation in, and principal terms of, the Placing

1. The Bookrunner is arranging the Placing as placing agent of the Company.
Participation will only be available to persons who may lawfully be, and are,
invited to participate by the Bookrunner. The Bookrunner and its affiliates
are entitled to enter bids as principal in the Bookbuild.

2. To bid in the Bookbuild, placees should communicate their bid by telephone
or in writing to their usual sales contact at Davy. Each bid should state the
number of Placing Shares which the prospective placee wishes to acquire at the
Placing Price. Bids may be scaled down by the Bookrunner on the basis referred
to in paragraph 5 below.

3. The Bookbuild is expected to close no later than 5.00 p.m. (London time) on
28 May 2024, but may be closed earlier or later, at the discretion of the
Bookrunner. The Bookrunner may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed.

4. Each placee's allocation will be confirmed to placees orally by the
Bookrunner following the close of the Bookbuild. The relevant Bookrunner's
oral or written confirmation to such placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point become a
placee) in favour of the Bookrunner and the Company, under which such placee
agrees to acquire the number of Placing Shares allocated to it and to pay the
Placing Price on the terms and conditions set out in this Appendix and in
accordance with the Company's corporate documents.

5. Subject to paragraph 2 above, The Bookrunner will, in effecting the
Placing, agree with the Company the identity of the placees and the basis of
allocation of the Placing Shares and may scale down any bids for this purpose
on such basis as it may determine. The Bookrunner may also, notwithstanding
paragraph 2 above and subject to the prior consent of the Company, (i)
allocate Placing Shares after the time of any initial allocation to any person
submitting a bid after that time and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the Bookrunner.

6. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the placee on
behalf of which it is made and except with the relevant Bookrunner's consent
will not be capable of variation or revocation after the time at which it is
submitted. Each placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bookrunner, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares that such placee has agreed to acquire. Each
placee's obligations will be owed to the relevant Bookrunner and the Company.

7. Except as required by law or regulation, no press release or other
announcement will be made by the Bookrunner 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.

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

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

10. By participating in the Bookbuild, 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 after confirmation (oral or otherwise) by the relevant Bookrunner.

11. To the fullest extent permissible by law, neither the Bookrunner, the
Company or any of their respective affiliates shall have any responsibility or
liability to placees (or to any other person whether acting on behalf of a
placee or otherwise). In particular, none of the Bookrunner, the Company, nor
any of their respective affiliates shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties) in respect
of the Bookrunner's conduct of the Bookbuild or of such alternative method of
effecting the Placing as the Bookrunner and the Company and their respective
affiliates may agree. Each placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the placees and the
Bookrunner shall have no liability to the placees for any failure by the
Company to fulfil those obligations.

12. The Placing Shares will be issued subject to the terms and conditions of
this Appendix and each placee's commitment to subscribe for Placing Shares on
the terms set out herein will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's or the Joint Bookrunner' conduct of the Placing.

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 Bookrunner's
obligations under the Placing Agreement are conditional on certain conditions,
including:

(a) Each of the warranties contained in the Placing Agreement on the part of
the Company being true and accurate and not misleading as at any time when
they are given on or prior to the Closing Date (the "Closing Date") being 31
May 2024, the expected date of completion of the Placing, or such later date
as the Company and the Bookrunner may agree in writing, being no later than 30
June 2024) by reference to the facts and circumstances subsisting at that
time;

(b) The issue by or on behalf of the Company of this Announcement by no later
than 6 p.m. on 28 May 2024 or such later time and date as may be agreed
between the Company and the Bookrunner;

(c) The Company having complied with its obligations under the Placing
Agreement;

(d) In the opinion of the Bookrunner acting in good faith there not having
been a material adverse change, or any development reasonably likely to result
in a material adverse change in or affecting the condition (financial,
operational, legal or otherwise) or in the trading position, earnings,
management, business, solvency or prospects of the Company and/or the Group
(taken as a whole) (a "Material Adverse Change") between the date of this
announcement and the Closing Date;

(e) The Placing Shares shall have been accepted for book-entry transfers by
LuxCSD;

(f) Admission and dealings in the Company's Shares not having been terminated
or suspended;

(g) Admission of the Placing Shares occurring by no later than the Closing
Date; and

(h) the Placing Agreement not having been terminated in accordance with its
terms prior to the Closing Date.

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Bookrunner by the relevant time or date specified (or such later time or date
as the Company and Bookrunner may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and
the placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each placee agrees that no
claim can be made by it in respect thereof.

The Bookrunner may, at its discretion waive compliance by the Company with the
whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement. Any such extension or waiver will not
affect placees' commitments as set out in this Announcement.

The Bookrunner shall have no liability to any placee (or to any other person
whether acting on behalf of a placee or otherwise) in respect of any decision
it may make as to whether or not to waive or to extend the time and/or date
for the satisfaction of any condition to the Placing nor for any decision they
may make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each placee agrees that any such
decision is within the absolute discretion of the Bookrunner.

By participating in the Bookbuild, each placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the placee.

Termination of the Placing Agreement

The Bookrunner is entitled, at any time before the Closing Date, to terminate
the Placing Agreement, after consultation with the Company, including hearing
the Company's views if reasonably practicable in the circumstances, in
accordance with its terms in certain circumstances, including, if: (i) any
statement contained in the Company's marketing presentation or this
announcement or other Exchange Information issued after the date hereof proves
to be incorrect, untrue or misleading; (ii) there has been a breach by the
Company of any of the respective undertakings contained in the Placing
Agreement; (iii) any of the warranties in the Placing Agreement were not true
or accurate or were misleading, which breach in the good faith opinion of the
Bookrunner, is material in the context of the Placing or the Admission; (iv)
an event has occurred or matter has arisen which would have rendered any of
the warranties untrue, inaccurate or misleading in any respect which breach in
the good faith opinion of the Bookrunner, is material in the context of the
Placing or the Admission; (v) in the opinion of the Bookrunner (acting in good
faith), there has been a Material Adverse Change; (vi) there shall have
occurred or in the good faith opinion of the Bookrunner it is likely there
will occur any material adverse change in the financial markets of Ireland,
the UK, the US or a member of the EU, in international financial markets,
suspension of trading in the Company's shares or of trading generally on
Euronext Dublin or a material disruption in settlement or clearance services
in the US, the UK, Ireland or otherwise in Europe, an actual or prospective
material adverse change in Irish or Dutch taxation affecting the Group or a
banking moratorium being declared by the UK, the US, Ireland or any member of
the EU, which either singly or in conjunction with any of the other
termination events set out in the Placing Agreement makes it in the good faith
opinion of the Bookrunner impracticable or inadvisable to proceed with the
Placing. If any notice of termination is given by a Bookrunner to the Company
to terminate the Placing Agreement and the other Bookrunner do not elect to
allow the Placing to proceed, then Davy shall, on behalf of the Company,
withdraw any application for admission of the Placing Shares to trading on
Euronext Growth.

By participating in the Placing, placees agree that the exercise by the
Bookrunner of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunner, where
practicable following consultation with the Company, and that neither the
Company nor the Bookrunner need make any reference to, or consultation with,
placees and that neither they nor any of its affiliates, agents, directors,
unlimited partners, officers or employees shall have any liability to placees
whatsoever in connection with any such exercise.

No prospectus

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Central Bank of Ireland or the UK
Financial Conduct Authority (or any other authority) in relation to the
Placing, and placees' commitments will be made solely on the basis of publicly
available information taken together with the information contained in this
Announcement, and any information contained in regulatory news announcements
issued by the Company ("Exchange Information") previously published by or on
behalf of the Company simultaneously with or prior to the date of this
Announcement and subject to the further terms set forth in the contract note,
electronic trade confirmation or other (oral or written) confirmation to be
provided to individual prospective placees.

Each placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on behalf of
the Company (other than publicly available information) or the Bookrunner or
its affiliates or any other person and neither the Bookrunner nor the Company,
nor any of their respective Affiliates or any other person will be liable for
any placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). 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 or limit the liability of any person for fraudulent misrepresentation
by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: NL0015000DY3)
following Admission will take place within securities settlement accounts of
Euroclear Bank NV/SA ("Euroclear Bank") operated by Davy as settlement agent
(the "Settlement Agent") for the Company (the "Euroclear Settlement
Accounts"), using the delivery versus payment mechanism, subject to certain
exceptions. Subject to certain exceptions, the Settlement Agent and the
Company reserve the right to require settlement for, and delivery of, the
Placing Shares to placees by such other means that they deem necessary if
delivery or settlement is not practicable in Euroclear Settlement Accounts
within the timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each placee allocated
Placing Shares in the Placing will be sent a contract note, electronic trade
confirmation or other (oral or written) confirmation (the form of such
communication being at the sole discretion of the relevant Bookrunner) stating
the number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such placee to the relevant Bookrunner and settlement
instructions. placees should settle against Euroclear ID: EC 66909 for Davy.
It is expected that such contract note will be dispatched on 29 May 2024 and
that this will also be the trade date.

Each placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing
LuxCSD, Euroclear Bank or certificated settlement instructions that it has in
place with the relevant Bookrunner. Banque International à Luxembourg S.A.,
as principal agent of LuxCSD, will deliver the Placing Shares to the Euroclear
Settlement Accounts and the Settlement Agent will enter their delivery
instructions into the Euroclear Settlement Accounts. The Settlement Agent will
hold any Placing Shares delivered to its respective Euroclear Settlement
Accounts as nominee for the placees. The input to Euroclear Bank by a placee
of a matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that placee against payment.

It is expected that settlement in respect of the Placing Shares will be on 31
May 2024, on a T+2 basis. Settlement will be on a delivery versus payment
basis.

Interest is chargeable daily on payments not received from placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Bookrunner.

Each placee agrees that, if it does not comply with these obligations, the
Bookrunner may sell any or all of the Placing Shares allocated to that placee
on such placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed by the
placee plus any interest due. The relevant placee will, however, remain liable
for any shortfall below the aggregate amount owed by it and shall be required
to bear any stamp duty, securities, transfer, registration, execution,
documentary or other similar impost, duty or tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares on such
placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,
placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. If there are any
circumstances in which any stamp duty or registration tax or similar
imposition (together with interest and penalties) is payable in respect of the
issue of the Placing Shares, neither the Bookrunner nor the Company shall be
responsible for the payment thereof. placees will not be entitled to receive
any fee or commission in connection with the Placing.

Representations, warranties and further terms

By participating in the Placing each placee (and any person acting on such
placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and the Bookrunner, namely that, each placee (and any person acting on
such placee's behalf):

1. represents and warrants that it has read and understood the Announcement,
in its entirety and that its subscription of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
herein and that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement);

2. undertakes not to redistribute or duplicate this Announcement;

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

4. acknowledges that the Company's ordinary shares are admitted to trading on
Euronext Growth and the Company is therefore required to publish certain
business and financial information in accordance with the Market Abuse
Regulation (EU Regulation No. 596/2014) ("EU MAR") and the Euronext Growth
Markets Rule Book;

5. acknowledges that neither the Bookrunner, the Company, nor any of their
respective affiliates or any person acting on behalf of any of them has
provided it, and will not provide it, with any material regarding the Placing
Shares or the Company other than this Announcement; nor has it requested the
Bookrunner, the Company, their respective affiliates or any person acting on
behalf of any of them to provide it with any such information and has read and
understood the Exchange Information;

6. acknowledges that the content of this Announcement is exclusively the
responsibility of the Company, and that neither the Bookrunner not any of its
affiliates or any person acting on its or their behalf has or shall have any
liability for any information, representation or statement contained in this
Announcement or any information previously or concurrently published by or on
behalf of the Company, and will not be liable for any placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or otherwise, provided that nothing
in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person. Each placee further represents,
warrants and agrees that the only information on which it is entitled to rely
and on which such placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Exchange Information,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations, warranties or
statements made by the Bookrunner, the Company or any of their respective
directors, partners, officers or employees or any person acting on behalf of
any of them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective placee or any
material prepared by the research department of the Bookrunner (the views of
such research departments not representing and being independent from those of
the Company and the corporate finance department of the Bookrunner and not
being attributable to the same)), and neither the Bookrunner nor the Company
will be liable for any placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each placee further acknowledges and agrees that it may
not place the same degree of reliance on this Announcement as it may otherwise
place on a prospectus or admission document. Each placee further acknowledges
and agrees that it has relied solely on its own investigation of the business,
financial or other position of the Company in deciding to participate in the
Placing and it will not rely on any investigation that the Bookrunner, its
affiliates or any other person acting on its or their behalf has or may have
conducted;

7. represents and warrants that it has neither received nor relied on any
confidential price sensitive information concerning the Company in accepting
this invitation to participate in the Placing;

8. acknowledges that theBookrunner has no duties or responsibilities to it, or
its clients, similar or comparable to the duties of "best execution" and
"suitability" set out in MiFID II and that the Bookrunner is not acting for it
or its clients and that the Bookrunner will not be responsible for providing
protections to it or its clients;

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

10. that, save in the event of fraud on the part of the Bookrunner, neither
the Bookrunner, its ultimate holding company, nor any direct or indirect
subsidiary undertakings of that holding company, nor any of their respective
directors, partners and employees shall be liable to placees for any matter
arising out of the Bookrunner' role in connection with the Placing and that
where any such liability nevertheless arises as a matter of law such placee(s)
will immediately waive any claim against any of such persons which the
relevant placee(s) may have in respect thereof;

11. represents and warrants that it is either: (i) located outside the United
States and is subscribing for Placing Shares in an "offshore transaction"
within the meaning of and in reliance upon Regulation S; or (ii) it (and any
accounts it represents) is a QIB and has duly executed a US Investor Letter in
a form provided to it and delivered the same to the Company and the
Bookrunner;

12. it understands that there may be certain consequences under United States
and other tax laws resulting from an investment in the Placing and it has made
such investigation and has consulted its own independent advisers or otherwise
has satisfied itself concerning, without limitation, the effects of United
States federal, state and local income tax laws and foreign tax laws
generally;

13. acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of any Restricted Territory and,
subject to certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within those
jurisdictions and represents and warrants that, unless specifically agreed in
writing with the Bookrunner, neither it nor the beneficial owner of such
Placing Shares will be a resident of a Restricted Territory;

14. represents and warrants that: (i) it has complied (in each case, to the
extent applicable) with its obligations under the UK Criminal Justice Act
1993, FSMA and EU MAR (in the case of the UK, EU MAR as it forms part of
domestic UK law by virtue of the EUWA); (ii) in connection with money
laundering and terrorist financing, it has complied (in each case, to the
extent applicable) with its obligations under the UK Proceeds of Crime Act
2002 (as amended), the UK Terrorism Act 2000 (as amended), the UK Terrorism
Act 2006 and the UK Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended), the Irish
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 and all
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof; and
(iii) it is not a person: (a) with whom transactions are prohibited under the
US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to a
regulation of the European Union or the United Kingdom 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 Bookrunner such evidence, if
any, as to the identity or location or legal status of any person which the
Bookrunner 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 Bookrunner 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 Bookrunner may decide in its sole discretion;

15. if a financial intermediary, as that term is used in the Prospectus
Regulation and UK Prospectus Regulation, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a Member State of the EEA or United
Kingdom other than Relevant Persons, or in circumstances in which the prior
consent of the Bookrunner has been given to the offer or resale;

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

17. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of 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 and it acknowledges and agrees that this Announcement
has not been approved by the Bookrunner in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial promotion
by an authorised person;

18. represents and warrants that it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom;

19. if in the United Kingdom, represents and warrants that it is a person (i)
who has professional experience in matters relating to investments falling
within Article 19(5) of the Order; (ii) falling within Article 49(2)(A) to (D)
("High Net Worth Companies, Unincorporated Associations, etc.") of the Order;
or (iii) to whom this Announcement may otherwise be lawfully communicated, and
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;

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

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

22. undertakes that it (and any person acting on its behalf) will make payment
to the Bookrunner for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein and in the
electronic trade confirmation of contract note stating the number of Placing
Shares allocated to it and containing settlement instructions, failing which
the relevant Placing Shares may be placed with other subscribers or sold, in
each free from any liens, charges or encumbrances as the Bookrunner and/or the
Company may in their respective discretions determine and without liability to
such placee, including in respect of any amount received in respect of, and/or
in relation to obtaining any minimum price for, the sale of such Placing
Shares and it will remain liable and will indemnify the Bookrunner and/or the
Company, as appropriate, on demand for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may be required
to bear the liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the placing or
sale of such placee's Placing Shares on its behalf. The rights described in
this paragraph are without prejudice to any other rights the Bookrunner and/or
the Company may have in respect of any failure by the placee to make full
payment in accordance with the terms hereof for any Placing Shares

23. acknowledges that neither the Bookrunner nor any of its affiliates, or any
person acting on behalf of it or any of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it may enter
into in connection with the Placing and that participation in the Placing is
on the basis that it is not and will not be treated for these purposes as a
client of the Bookrunner and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to its clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;

24. undertakes that the person whom it specifies for registration as holder of
the Placing Shares will be either: (i) itself; or (ii) its nominee, as the
case may be. Neither the Bookrunner nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting from a failure
to observe this requirement. Each placee and any person acting on behalf of
such placee agrees to participate in the Placing and it agrees to indemnify
the Company and the Bookrunner in respect of the same on the basis that the
Placing Shares will be credited to the Euroclear Settlement Account of the
Bookrunner who will hold them as nominee on behalf of such placee until
settlement in accordance with its standing settlement instructions;

25. acknowledges that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Bookbuild and any non-contractual or
other obligations arising out of or in connection with such agreement shall be
governed by and construed in accordance with the laws of Ireland and it
submits (on behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the Irish courts as regards any
claim, dispute or matter (including non-contractual matters) arising out of
any such contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Bookrunner in any
jurisdiction in which the relevant placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange;

26. acknowledges that time shall be of the essence in respect of its
obligations under this Appendix;

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

28. agrees to indemnify on an after-tax basis and hold the Company, the
Bookrunner and its affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix or incurred by
the Bookrunner, the Company or each of their respective representatives
arising from the performance of the placee's obligations as set out in this
Announcement, and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;

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

30. acknowledges that its commitment to subscribe for Placing Shares on the
terms set out herein and in the trade confirmation or contract note will
continue notwithstanding any amendment that may in future be made to the terms
of the Placing and that placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's conduct of the
Placing;

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

32. acknowledges that any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Bookrunner;

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

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

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

Placees should note that they will be liable for any stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or other duties
or taxes (including any interest, fines or penalties relating thereto) payable
outside the UK or Ireland by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe for any
Placing Shares.

The rights and remedies of the Bookrunner 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.

Each placee, and any person acting on behalf of the placee, acknowledges that
the Bookrunner owes no fiduciary or other duties to any placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement.

Each placee and any person acting on behalf of the placee acknowledges and
agrees that the Bookrunner or any of its affiliates may, at their absolute
discretion, agree to become a placee in respect of some or all of the Placing
Shares.

When a placee or person acting on behalf of the placee is located in the UK
and is dealing with the Bookrunner, any money held in an account with the
Bookrunner on behalf of the placee and/or any person acting on behalf of the
placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Bookrunner in the course of its own business and the placee
will rank only as a general creditor of the Bookrunner.

References to time in this Announcement are to Irish standard time, unless
otherwise stated.

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

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

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than other than Euronext Growth, a
market operated by Euronext Dublin.

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

 

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