QUIZ PLC Publication of Admission Document

INTENTION TO FLOAT ON AIM
15th June 2017
Admission to Trading on AIM and First Day of Dealings
27th July 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (THE “UNITED STATES”) (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY TRANSFERABLE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ADMISSION DOCUMENT PUBLISHED BY QUIZ PLC IN CONNECTION WITH THE PROPOSED ADMISSION OF ITS ORDINARY SHARES TO TRADING ON AIM.

20 July 2017

QUIZ plc

(“QUIZ” or the “Company”)

Publication of Admission Document, £102.7 million Placing and 

Proposed Admission to AIM

QUIZ, the omni-channel fast fashion womenswear company, announces that it has today published its Admission Document following the successful pricing of its £102.7 million placing and is intending to apply for the admission (“Admission”) of its entire issued share capital to AIM, a market operated by London Stock Exchange plc (“AIM”), shortly. Admission is expected to occur, and dealings to commence, at 8.00am on Friday, 28 July 2017, under the ticker QUIZ and with ISIN JE00BZ00SF59.

Offer highlights

  • The Placing Price has been set at 161 pence per Placing Share. Based on the Placing Price, the market capitalisation of QUIZ at Admission will be £200.0 million.
  • Overall, the Placing is expected to raise £102.7 million of gross proceeds:
    • £92.1 million of gross proceeds for the Selling Shareholders; and
    • £10.6 million of gross proceeds for the Company, which will primarily be used to accelerate its continued growth.
  • Immediately following Admission:
    • The Existing Shareholders will hold approximately 48.7 per cent. of the Company’s Enlarged Share Capital; and
    • Directors will hold approximately 25.8 per cent. of the Company’s issued ordinary share capital.
  • On Admission, the Company will have 124,230,905 Ordinary Shares in issue with shares not in public hands of approximately 48.8 per cent.
  • Panmure Gordon is acting as Nominated Adviser and Sole Bookrunner in relation the Admission and the Placing.

Key investment strengths 

An established omni-channel brand operating in the high growth UK value fast fashion market

  • QUIZ is a distinctive fast fashion brand selling quality and value for money women’s occasion wear and dressy casual wear that is relevant to a wide age group.
  • The Group’s omni-channel approach aims to provide customers with a seamless shopping experience online, through QUIZ’s website and apps, or in store, through QUIZ’s 73 standalone stores and 165 concessions in the UK and RoI.
  • The QUIZ brand is present in 19 countries through approximately 65 international franchise stores, concessions, wholesale partners and international online partners.
  • The Group was founded in 1993 in Glasgow, Scotland and employs approximately 1,350 people in the UK and RoI.

The Group is growing rapidly in the UK and international markets

  • Group revenues increased 21.0 per cent per annum between FY2015 to FY2017 to £89.8 million. From FY2015 to FY2017, the Group delivered EBITDA growth of 30.6 per cent. per annum to £10.3 million.
  • Online and international channels are the Group’s fastest growing channels with 42.0 per cent. and 64.2 per cent. growth per annum between FY2015 to FY2017, respectively.
  • From 31 March 2017 financial year end to 31 May 2017, the Group has experienced total revenue growth of approximately 37 per cent. compared to the previous year, with growth of approximately 118 per cent. in its online channel and 16 per cent. LFL growth across its standalone stores and concessions in the UK and RoI.

Proven infrastructure and “test and repeat” fast fashion supply chain 

  • Recently, the Group has materially increased its investment in its supply chain, IT systems and stores, including opening a new 180,000 sq. ft. distribution centre in Glasgow during 2016, to provide a strong platform to support future growth. The Directors believe that the Group’s systems and infrastructure help de-risk its business model by providing key insights and live data on product performance, allowing informed key buying decisions to be made quickly.
  • Focusing on very short lead times, QUIZ’s “test and repeat” supply chain is able to introduce new products to its stores and website within weeks of identifying trends, and reorder successful lines quickly. The Group believes it has one of the fastest supply chains in the UK fashion industry, which is also a key strength of the business.

A clear strategy for continued growth

  • Online: take advantage of extensive online potential by increasing marketing activity, opening international websites, partnering with third party platforms, broadening the product range and introducing new product categories, as well as developing and improving the existing mobile channel.
  • International: the Group has an internationally scalable business model with multiple routes to market. QUIZ’s 24-month plan includes opening international websites in Spain, USA and Australia, standalone stores in Spain, concessions in Cyprus, the United States, Central America, as well as further expansion in the Middle East and the Far East.
  • UK stores: targeting the opening of approximately 20 new stores in the United Kingdom in the next 24 months.
  • UK concessions: targeting the opening of approximately 20 new concessions in the United Kingdom in the next 24 months.

Peter Cowgill, Proposed Non-executive Chairman of QUIZ, commented:

I am delighted to be joining a company with such clear and exciting growth prospects and this has been reflected by the strong levels of investor interest received throughout this process. We are looking forward to achieving further growth and success for all stakeholders as a public company.

Tarak Ramzan, Founder and Chief Executive of QUIZ, commented:

Today’s announcement marks an exciting new phase in QUIZ’s growth and development as a leading international omni-channel fast fashion brand. We have a well-invested infrastructure, a clear customer focus and a fantastic team and I am delighted that investors have recognised the Company’s significant strengths and opportunities with their support. We are confident that the Company’s admission to AIM will help QUIZ to deliver its clear omni-channel growth strategy and enable the brand to achieve its hugely exciting global potential.”

Investors should not purchase any shares referred to in this announcement except on the basis of information contained in the Admission Document

To view the Company’s Admission Document, please visit www.quizgroup.co.uk.

Enquiries:

 

Maclay Murray & Spens LLP is advising QUIZ and CMS Cameron McKenna Nabarro Olswang LLP is advising Panmure Gordon.

Except where the context otherwise requires, defined terms used in these notes to editors and this announcement have the meanings given to such terms in the Admission Document published by the Company today.

The full terms and conditions of the Placing are set out in the Appendix to this announcement and in the Admission Document

Notes to Editors: 

About QUIZ

QUIZ is an omni-channel fast fashion womenswear brand, specialising in occasion wear and dressy casual wear. QUIZ delivers a distinct proposition that makes fashion forward females stand out from the crowd.

QUIZ’s buying and design teams constantly develop its own product lines, ensuring the latest glamorous looks at value prices. This fast, flexible supply chain, together with the winning formula of style, quality, value and speed-to-market has enabled QUIZ to grow rapidly into an international brand with more than 300 standalone stores, concessions, franchise stores, wholesale partners and international online partners in 19 countries.

QUIZ operates through an omni-channel, fast fashion business model, which encompasses online sales, standalone stores, concessions including, among others, Debenhams and House of Fraser, international franchises and wholesale.

Growth strategy

The Board believes that the Group is well positioned to accelerate its growth in each of its operating channels:

Extensive online potential

Accelerating the growth in the online channel is the priority for the Group. In FY2017, 13.2 per cent. of QUIZ’s Group revenue was represented by online and the Board believes that this can be grown to approximately 35 per cent. of its total revenue in the medium term. From its 31 March 2017 financial year end to 31 May 2017, the Group has achieved growth of 118 per cent. compared to the same period the previous year. The Board believes that going forward, the Group can continue to target growth rates, similar to that of “pure play” online retailers.

The Group is planning to launch a number of its own e-commerce international websites, tailored for each country’s market, and in foreign languages where necessary. QUIZ is currently developing its own Spanish website to launch later in 2017 which shall complement the opening of standalone stores in Spain in the summer of 2017. The Group is also targeting launching its own websites in the United States, Australia and Europe as well as entering those territories through opening an appropriate mix of franchise stores and concessions.

The Group’s website launches in the new territories will be supported by QUIZ’s existing digital marketing techniques focused on return-on-investment and similar to the ones currently employed in the UK, as well as online blogger and influencer activity to raise awareness of the brand. The approach to entering the United States market will be supported by a “test and learn” marketing strategy.

In order to expand its online presence and reach more customers, the Group has been collaborating with third party partners such as Debenhams, House of Fraser and Lipsy (Next) in the United Kingdom and, more recently, with Zalando in Europe. The Board plans to launch the sale of QUIZ products on additional third party platforms in Europe and the United States over the coming two years.

As well as launching e-commerce international websites and expanding relationships with third party platforms, the Group also plans to build on the recent successful online launches of its CURVE and BRIDAL ranges by extending its online product range and launching new product categories.

International expansion

The Board believes that growing the Group’s international operations is its second biggest opportunity after online. QUIZ plans to expand its existing international footprint which is currently in 65 locations in 19 countries on four continents.

The Group’s omni-channel operating model gives it a choice of multiple routes to international markets, including online as described above, as well as standalone stores, concessions, and franchise and wholesale partners. QUIZ will assess factors such as market size, infrastructure development, operational complexity and partner availability when entering a new market and tailor its approach accordingly.

This financial year, the Group is planning to open six standalone stores around Madrid, Spain, having entered the Spanish market through a wholesale franchise partner in 2016. To extend its presence further in the Spanish-speaking market, QUIZ is also planning to open four franchise stores in Central America this financial year.

In terms of concessions, the Group is planning to take the opportunity to open further concessions in Cyprus and the Middle East (such as in Iran) with existing partners and further concessions with new partners in the short term. Two other key territories for the Group are the United States and the Far East, including China. QUIZ is intending to adopt a prudent strategy in these territories and initially enter these primarily through a mix of online and concessions.

The Board believes that the Group is well positioned to continue its international expansion due to its relevant and flexible product range of occasion wear and dressy casual wear, as well as having robust infrastructure in the UK to support this expansion.

UK standalone store strategy

The Board believes that standalone stores in the United Kingdom will remain an important part of the Group’s strategy going forward and see the potential for further 40 to 50 stores opening across the country in the medium to long term. Each new standalone store must meet a strict internal return-on-investment criteria and QUIZ carefully selects sites on that basis.

The Group is planning to open additional UK sites in cities and towns with the right demographic mix for its brand and products. These new standalone stores will primarily be in locations where QUIZ does not have many standalone stores, such as the Midlands and the South of England, where the QUIZ brand is under represented (based on population), providing opportunity for further expansion. The Group is also looking to open slightly bigger stores of approximately 2,500 to 3,500 sq. ft. to accommodate a broader product range.

QUIZ has a strong UK standalone store opening pipeline and has already identified approximately 20 potential sites, which are being reviewed. The Group is targeting to open approximately 14 new standalone stores in FY2018, and approximately six new standalone stores in FY2019. The Group will continue to apply its strict internal return-on-investment focused appraisal approach to opening further standalone stores in the UK, as well as continuing to ensure that its leases remain flexible. The Board believes this will continue to enable QUIZ to scale up or down its property estate in response to demand and not be tied into long onerous lease terms.

UK concession strategy

The Board believes that the Group’s portfolio of 146 concessions in the United Kingdom is relatively mature with a strong nationwide coverage. However, the Board also believes that there is further room for expansion with the Group’s existing and new partners and is planning to open approximately 20 new UK concessions in the next two financial years subject to the Group’s strict return-on-investment criteria.

Key financial information

Summary income statement

 

The 29.5 per cent. increase in Group revenues for the year ended 31 March 2017 compared to the previous year was complemented by a 51.5 per cent. increase in net income.

The higher revenues reflected strong growth in international sales, which increased by 136.9 per cent. or 86.0 per cent. excluding non-recurring revenue, and a 51.3 per cent. uplift in online sales in FY2017. International and online sales represented 35.9 per cent. of Group revenues in FY2017 and it is anticipated that these revenue channels will continue to increase as a proportion of total revenues. The Group has continued to grow sales through its UK stores and concessions through a combination of new store and concession openings combined with positive sales growth in each year in FY2016 and FY2017.

Gross profits have been maintained by the Group at an average of approximately 62.0 per cent. across the three year period from FY2015 to FY2017. Operating expenses excluding depreciation and amortisation have reduced from 52.4 per cent. of revenues in FY2016 to 51.2 per cent. in FY2017 reflecting the benefit of the higher revenues against the fixed cost base. As a result, EBITDA margins have improved by 116 basis points to 11.4 per cent. The Group’s depreciation charges have increased in the period reflecting the investment in fixed assets in the last three financial years.

Current trading and prospects

The Group has traded in line with management’s expectations in the period since 31 March 2017.

From 31 March 2017 to 31 May 2017, the Group has experienced total revenue growth of approximately 37 per cent. compared to the previous year, with growth of 118 per cent. in its online channel. Across its standalone stores and concessions in the UK and the RoI, LFL growth was 16 per cent., although management consider that this exceptional LFL growth rate will moderate over the course of this financial year.

Since the end of May 2017, online trading has strengthened further, albeit against softer comparatives.

The Board believes that the business is well positioned to deliver its growth strategy as set out in this announcement and remains confident about the future prospects of the Group.

The Placing

Panmure Gordon has, as agent for the Company and the Selling Shareholders, pursuant to the Placing Agreement conditionally agreed to use its reasonable endeavours to procure placees for the 6,583,851 New Shares and the 57,176,469 Sale Shares at the Placing Price of 161 pence per Placing Share. The Placing Shares will be placed with institutional investors introduced by Panmure Gordon.

The Placing will raise approximately £9.4 million (net of expenses) for the Company and approximately £89.8 million (net of expenses) for the Selling Shareholders. The Placing of New Shares will represent approximately 5.3 per cent. of the Enlarged Share Capital and the Placing of Sale Shares will represent approximately 46.0 per cent. of the Existing Share Capital. Overall, the Placing Shares will represent approximately 51.3 per cent. of the Enlarged Share Capital.

The New Shares will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital.

The Placing is conditional, inter alia, on Admission becoming effective and the Placing Agreement becoming unconditional in all other respects by no later than 8.00 a.m. on 28 July 2017 or such later date (being no later than 25 August 2017) as the Company and Panmure Gordon may determine.

The Placing Agreement, which contains customary representations, warranties and indemnities from the Company to Panmure Gordon, certain representations and warranties from the Board and Selling Shareholders to Panmure Gordon and certain indemnities in favour of the Company from the Selling Shareholders, also contains customary provisions entitling Panmure Gordon to terminate the Placing prior to Admission becoming effective. If this right is exercised, the Placing will lapse. The Placing has not been underwritten by Panmure Gordon.

Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence on 28 July 2017.

Reasons for Admission to AIM

The Board believes that Admission will be an important step in the Group’s development and will assist in achieving its growth and profitability ambitions.

The Board intends to use the gross proceeds from the Placing of New Shares of £10.6 million receivable by the Company as follows:

  • approximately £6.0 million on marketing and advertising, and in particular to support the Company’s expansion into mainland Europe and the United States;
  • approximately £2.0 million to fund further capital expenditure required to support the Company’s continued growth, and in particular, IT infrastructure; and
  • approximately £2.6 million on Admission expenses, additional working capital and broadening QUIZ’s product range.

In addition, Board expects that the Placing and Admission will provide a public market for the Ordinary Shares, which will benefit employee shareholders, and will enable the Company, if required, to access the capital markets for additional finance to support its strategic objectives.

The net proceeds of £89.8 million from the Placing of Sale Shares receivable by the Selling Shareholders will enable the Selling Shareholders who founded QUIZ to realise, in part, their investment in the Company.

Dividend Policy

The Board intends to pursue a progressive dividend policy whilst understanding the need to retain sufficient earnings for the future growth of the Group. Therefore, the dividend will be paid in two tranches of one third in respect of first half of the Company’s financial year and two thirds in respect of the second half of the Company’s financial year. It is currently intended that, in the absence of unforeseen circumstances, the first dividend following Admission will be paid in respect of the second half of the current financial year to 31 March 2018.

Lock-in and orderly market arrangements

The Existing Shareholders who, post Admission, will hold in aggregate 60,470,585 Ordinary Shares (representing approximately 48.7 per cent. of the Enlarged Share Capital) have undertaken, save in limited circumstances, not to dispose of any of their interests in Ordinary Shares at any time prior to the first anniversary of Admission.

In addition, in order to ensure an orderly market in the Ordinary Shares the Existing Shareholders have further undertaken, in respect of themselves and each of their connected persons, that for a further period of 12 months thereafter they will not (subject to certain limited exceptions) deal or otherwise dispose of any such interests other than through Panmure Gordon (or such other broker appointed by the Company from time to time).

Relationship Agreement

The Company has entered into the Relationship Agreement with the Existing Shareholders to regulate the ongoing relationship between the Company and the Existing Shareholders, to ensure that the Group is capable of carrying on its business independently of the Existing Shareholders, and that any transactions and relationships between the Company and the Existing Shareholders are at arm’s length and do not affect the Company’s continuing appropriateness as an AIM company.

The Relationship Agreement applies for as long as the Existing Shareholders and any persons connected to them hold and/or control the exercise of voting rights carrying the right to cast twenty per cent. or more of the votes capable of being cast at a general meeting of the Company, and as long as the share capital of the Company is admitted to trading on AIM.

Timetable

 

Board of Directors and Proposed Directors

Peter Cowgill (Proposed Independent Non-executive Chairman, Age 64)

Peter Cowgill was appointed executive chairman of JD Sports Fashion Plc in March 2004, prior to which he was finance director. Peter has been instrumental in driving the strong performance of JD Sports Fashion over the past decade. Peter is also the non-executive chairman of United Carpets Plc and was appointed as a non-executive director of Better Bathrooms (UK) Limited in January 2017.

Tarak Ramzan (Founder and Chief Executive Officer, Age 64)

Tarak is the driving force behind the Group’s success to date. He opened his first QUIZ retail store in Glasgow in 1993. After inheriting his father’s manufacturing business aged 18, Tarak made the decision to move into retail once UK manufacturers began to move off-shore. With his passion for retail and a keen eye for fashion and product, he has steered the Group to success using a strategy that is centred around QUIZ’s distinctive selling proposition and ability to stay ahead of the competition.

Tarak has developed QUIZ’s fast fashion business model over the years and is responsible for brand strategy, buying and merchandising.

Gerard Sweeney (Chief Financial Officer, Age 49)

Gerard joined QUIZ in September 2016 as Chief Financial Officer. He was previously the group finance director at Robert Wiseman Dairies PLC where he worked for 15 years. Gerard is responsible for the finance function and the development of systems and reporting to support the continued growth of the business. After completing an Accountancy degree he qualified as a Chartered Accountant when working with Arthur Andersen. Gerard will also be the Company Secretary following Admission.

Sheraz Ramzan (Chief Commercial Officer, Age 36)

Sheraz joined QUIZ in 2003 after completing a degree in Engineering and then MA in Business Management. Initially tasked with raising the profile of the non-clothing merchandise part the business, he developed a fast and flexible Far East supply chain supporting growth of the footwear and accessories ranges. In his current role, Sheraz is responsible for strategic planning, brand marketing and facilitating the Group’s growth by engaging with new partners and territories. As online sales presented themselves as the biggest retail opportunity in recent years, he plays a vital role in overseeing the development of QUIZ’s domestic and international online operations.

Roger Mather (Non-executive Director, Age 52)

Roger joined the QUIZ Board in May 2017. Previously, he was the group finance director and a board member of Mulberry Group plc for eight years, stepping down in May 2016. Roger is a Fellow of the Institute of Chartered Accountants in England and Wales having trained professionally with Price Waterhouse. Prior to joining Mulberry he spent the 10 years in senior finance and commercial roles within the multinational Otto Group based in both Hong Kong and United Kingdom. He is also a director and trustee of Beaudesert Park School Trust Limited. Roger will chair the Audit Committee and the Remuneration Committee of QUIZ following Admission.

Charlotte O’Sullivan (Proposed Non-executive Director, Age 35)

Charlotte will join the Company on Admission. She has over 15 years’ experience in luxury marketing and leading omni-channel business transformation. She is currently the marketing and digital director at Mulberry Group plc where she is an executive board member and is responsible for driving an integrated, customer-centric business strategy across the marketing, press and digital teams. Charlotte studied Modern History at Oxford University and previously held e-commerce and marketing roles with decoration specialist St Nicolas and luxury lingerie brand Myla, before joining Mulberry in 2007. Charlotte will chair the Nomination Committee of QUIZ following Admission.

Important information

This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice. This announcement is not a prospectus for the purpose of the Prospectus Rules issued by the FCA. The Placing is exempt from the requirements to produce an approved prospectus and accordingly no such prospectus will be prepared in connection with the Placing.

Neither this announcement nor any copy of it may be taken or transmitted, reproduced, published or distributed, or the contents otherwise divulged, directly or indirectly, in whole or in part, into the United States, Canada, Australia, the Republic of 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. Any failure to comply with this restriction may constitute a violation of United States, Australian, New Zealand, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or other securities in the United States, Canada, Australia, the Republic of South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in the United States. The securities are being offered and sold outside the United States only to non-US persons (within the meaning of the Securities Act) in accordance with Regulation S under the US Securities Act. The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia, the Republic of South Africa or Japan.

This announcement is only addressed to and directed at persons in member states of the European Economic Area (“EEA“) who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (“Qualified Investors“). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors 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 (the “Order“), (ii) are persons who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts falling within Article 49(2) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as “relevant persons“). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

Panmure Gordon (UK) Limited (“Panmure Gordon”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to the Company in connection with the Admission and the proposed Placing and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person in respect of Admission and the proposed Placing and Admission or any transaction, matter or arrangement referred to in this announcement. Panmure Gordon’s responsibilities as the Company’s nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person in respect of a decision to acquire shares in the Company in reliance on any part of this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Share, Admission or the proposed Placing. Panmure Gordon accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Panmure Gordon solely for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended).

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors’ current intentions, beliefs or expectations concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the Group’s markets.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors’ current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s operations, results of operations, growth strategy and liquidity. While the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules for Companies, neither the Company nor Panmure Gordon undertakes any obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors’ expectations or to reflect events or circumstances after the date of this announcement.

APPENDIX

QUIZ plc

TERMS AND CONDITIONS OF THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH A “MEMBER STATE”) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESMENT OR INVESMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH THE RELEVANT PERSONS.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects in relation to any acquisition of Placing Shares.

  1. INTRODUCTION
    1. These terms and conditions (“Terms and Conditions”) apply to persons making an offer to acquire Placing Shares under the Placing.
    2. Each person to whom these Terms and Conditions apply, as described above, who confirms its agreement to Panmure Gordon to acquire Placing Shares (which may include Panmure Gordon or its nominee(s)) (a “Placee”) hereby agrees with the Company, the Selling Shareholders and Panmure Gordon to be bound by these Terms and Conditions with respect to its acquisition of Placing Shares under the Placing. A Placee shall, without limitation, become bound by these Terms and Conditions if Panmure Gordon confirms its allocation of Placing Shares.
    3. The Company and/or Panmure Gordon may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any Placee to execute a separate investor letter (an “Investor Letter”).
  2. SUMMARY OF THE PLACING
    1. The Placing Price is 161 pence per Placing Share and the Placing comprises the issue by the Company of 6,583,851 New Shares and the sale of, in aggregate, 57,176,469 Sale Shares being offered by the Selling Shareholders.
    2. All Placing Shares sold pursuant to the Placing will be sold, payable in full, at the Placing Price.
    3. The Placing is subject to satisfaction of the conditions set out in the Placing Agreement, including Admission occurring and becoming effective by no later than 8.00 am on 28 July 2017 or such later time and/or date as the Company and Panmure Gordon may agree, being not later than 8.00 a.m. on 25 August 2017, and to the Placing Agreement not having been terminated in accordance with its terms.
    4. Application will be made to the London Stock Exchange for the Ordinary Shares to be admitted to AIM. It is expected that Admission will take place and dealings in the Ordinary Shares will commence on AIM at 8.00 am (London time) on 28 July 2017.
    5. Admission is expected to take place and dealings in the Ordinary Shares are expected to commence on AIM on 28 July 2017.
    6. The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions after Admission declared, made or paid on the ordinary share capital of the Company. Further details of the rights attached to the Placing Shares are set out in the Admission Document.
    7. The Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Placing Shares may not be offered or sold, directly or indirectly, in, into or within the United States or to or for the account or benefit of any persons within the United States.
    8. Certain restrictions that apply to the distribution of the Admission Document and the Placing Shares being issued or sold under the Placing in jurisdictions outside the United Kingdom are described in paragraph 3 below headed “Selling and Transfer Restrictions”.
  3. SELLING AND TRANSFER RESTRICTIONS
    1. General

The distribution of the Admission Document and the offer of Placing Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession the Admission Document comes should inform themselves about and observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No action has been, or will be, taken in any jurisdiction that would permit a public offering of the Placing Shares, or possession or distribution of the Admission Document or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Placing Shares may not be offered or sold, directly or indirectly, and neither the Admission Document nor any other offering material or advertisement in connection with the Placing Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction.

The Admission Document and these Terms and Condition do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Ordinary Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive the Admission Document in their jurisdiction. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither the Admission Document nor these Terms and Conditions constitutes an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Ordinary Shares or other securities of the Company in the United States, Canada, Australia, the Republic of South Africa or Japan, or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful.

  1. Members of the public

Members of the public are not eligible to take part in the Placing.

  1. Persons in the United Kingdom

In the United Kingdom the Admission Document (including these Terms and Conditions) is only being distributed to persons to, and is directed only at: persons who are “qualified investors” (within the meaning of Article 2(1)(e) of the EU Prospectus Directive 2003/71/EC including any relevant measure in each member state of the European Economic Area (“Member State”) that has implemented the directive (the “Prospectus Directive”)) and who are persons who (i) are persons who 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 “Order”); (ii) are high net worth companies, unincorporated associations, and other bodies within the meaning of Article 49(2)(a) to (d) of the Order or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). It is not directed at and may not be relied on by anyone other than a Relevant Person. Any investment or investment activity to which these terms and conditions relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. By receiving the Admission Document and/or by accepting a Placing participation a Placee in the United Kingdom is deemed to represent and warrant to the Company, each Selling Shareholder and Panmure Gordon that it is a Relevant Person and agrees to comply with the contents of these Terms and Conditions.

  1. European Economic Area

In relation to each Member State, no Ordinary Shares have been offered, or will be offered, to the public in a Member State, prior to the publication of a prospectus in relation to Ordinary Shares which has been approved by the competent authority in that member State, all in accordance with the Prospectus Directive, except that an offer to the public in that Member State of any Ordinary Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Member State:

    1. to any legal entity which is a “qualified investor” as defined under the Prospectus Directive;
    2. to fewer than 100, or, if that Member State has implemented the relevant provisions of the 2010 Prospectus Amending Directive (Directive 2010/73/EC), 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) per Member State, subject to obtaining the prior consent of Panmure Gordon; or
    3. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Ordinary Shares shall result in a requirement for the Company or Panmure Gordon to publish a prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the Prospectus Directive and each person in a Member State who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is a “qualified investor” within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive. Notwithstanding the above, a person who is not a qualified investor and who has notified Panmure Gordon of such fact in writing may, with the consent of Panmure Gordon, be permitted to acquire Ordinary Shares in the Placing.

For the purposes of this provision, the expression an “offer to the public” in relation to any Ordinary Shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the Placing and any Ordinary Shares so as to enable an investor to decide to acquire any Ordinary Shares, as the same may be varied for that Member State by any measure implementing the Prospectus Directive in that Member State.

In the case of Placing Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of Panmure Gordon has been obtained to each such proposed offer or resale.

The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.

  1. United States 

The Ordinary Shares have not been and will not be registered under the US Securities Act or under the securities laws or regulations 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. There will be no public offer of the Ordinary Shares in the United States. The Ordinary Shares are being offered and sold outside the United States in “offshore transactions” in reliance on Regulation S.

In addition, until 40 days after the commencement of the Placing, an offer or sale of Ordinary Shares within the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

  1. Australia

The Admission Document has not been and will not be lodged with the Australian Securities and Investments Commission or the Australian Stock Exchange and is not a disclosure document for purposes of Australian law. The Admission Document (whether in preliminary or definitive form) may not be issued or distributed in Australia and no offer or invitation may be made in relation to the issue, sale or purchase of any Ordinary Shares in Australia (including an offer or invitation received by a person in Australia) and no Ordinary Shares may be sold in or into Australia or to or for the account or benefit of any resident in Australia. Unless otherwise agreed with Panmure Gordon in an Investor Letter, each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is not in Australia. The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.

  1. Canada

The relevant clearances have not been and will not be, obtained from the Securities Commission of any province of territory of Canada. Accordingly, subject to certain exceptions the Ordinary Shares may not, directly or indirectly, be offered or sold within Canada, or offered or sold to a resident of Canada or to or for the account or benefit of any resident in Canada. Unless otherwise agreed with Panmure Gordon in an Investor Letter, each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is not in Canada. The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.

  1. Republic of South Africa

The relevant clearances have not been and will not be, obtained from the South African Reserve Bank nor any other applicable body in the Republic of South Africa. Accordingly, the Placing Shares will not, directly or indirectly, be offered or sold within the Republic of South Africa or to or for the account or benefit of any resident in the Republic of South Africa. Unless otherwise agreed with Panmure Gordon in an Investor Letter, each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is not in the Republic of South Africa. The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.

  1. Japan

The Placing Shares have not been and will not be registered under the Securities and Exchange Law of Japan and may not be offered or sold directly or indirectly in Japan or to or for the account or benefit of any resident in Japan except under circumstances that result in compliance of all applicable laws, regulations and guidelines promulgated by the relevant governmental and regulatory authorised in effect at the relevant time. Unless otherwise agreed with Panmure Gordon in an Investor Letter, each person who initially acquires any Ordinary Shares or to whom any offer is made under the Placing will be deemed to have represented, warranted and agreed to and with the Company, each Selling Shareholder and Panmure Gordon that it is not in Japan. The Company, the Selling Shareholders, Panmure Gordon and their respective affiliates, representatives and others will rely upon the truth and accuracy of the foregoing representation, warranty, acknowledgement and agreement.

  1. PARTICIPATION IN AND PRINCIPAL TERMS OF THE PLACING
    1. Each Placee will be deemed to have read these Terms and Conditions in their entirety.
    2. Conditional upon: (i) Admission occurring and becoming effective by no later than 8.00 a.m. on 28 July 2017 (or such other time as Panmure Gordon may notify to the Company but, in any event, no later than 8.00 a.m. on 25 August 2017); (ii) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and (iii) the Placee being allocated Placing Shares, the Placee agrees to become a member of the Company and agrees to acquire those Placing Shares allocated to it at the Placing Price. To the fullest extent permitted by law, the Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights which the Placee may have.
    3. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Panmure Gordon. Panmure Gordon and its affiliates may participate in the Placing as principal.
    4. An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Panmure Gordon which has not been withdrawn or revoked prior to publication of the Admission Document, will not be capable of withdrawal or revocation immediately following the publication of the Admission Document without the consent of Panmure Gordon.
    5. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Panmure Gordon, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee. Panmure Gordon will procure the allotment or transfer of the Placing Shares to each Placee following each Placee’s payment to Panmure Gordon of such amount.
    6. 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 all times and on the basis explained below under “Registration and Settlement”.
    7. To the fullest extent permissible by law, neither the Company, the Selling Shareholders, Panmure Gordon nor any of their respective affiliates, directors or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these Terms and Conditions. In particular, neither the Company, the Selling Shareholders, Panmure Gordon nor any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Panmure Gordon’s conduct of the Placing.
    8. Panmure Gordon is acting for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of these Terms and Conditions) as a client in relation to the Placing and to the fullest extent permitted by law and applicable Financial Conduct Authority rules, neither Panmure Gordon nor any of its affiliates will have any liability to Placees or to any person other than the Company in respect of the Placing.
  2. ALLOCATION
    1. Panmure Gordon has solicited indications of interest from prospective Placees to acquire Ordinary Shares in the Placing. On this basis, prospective Placees have been asked to specify the number of Ordinary Shares that they are prepared to acquire at different prices. Multiple applications under the Placing are permitted.
    2. A number of factors have been considered in deciding the Placing Price and the bases of allocation, including prevailing market conditions, the level and the nature of the demand for Ordinary Shares, the objective of encouraging long-term ownership of the Ordinary Shares. The Placing Price has been established at a level determined in accordance with these arrangements, taking into account indications of interest received from persons (including market-makers and fund managers) connected with Panmure Gordon. Accordingly, the Placing Price may be lower than the highest price at which all of the Ordinary Shares, in respect of which indications of interest have been received or which are available for subscription or sale in the Placing, could have been accepted.
    3. Placees will be advised verbally or by electronic mail of their allocation as soon as practicable following allocation.
  3. REGISTRATION AND SETTLEMENT
    1. Each Placee undertakes to pay the Placing Price for the Placing Shares acquired by such Placee in the manner and by the time directed by Panmure Gordon.
    2. Each Placee is deemed to agree that, if it fails to pay the Placing Price for the Placing Shares acquired by it, Panmure Gordon may sell any or all of the Placing Shares allocated to it and which have not been paid for on its behalf and retain from the proceeds, for Panmure Gordon’s account and benefit (as agent for the Company and the Selling Shareholders (as the case may be)), an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will be paid to the relevant Placee at its risk. The relevant Placee will, however, remain liable and indemnifies the Company, the Selling Shareholders and Panmure Gordon on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or SDRT or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on its behalf. By agreeing to acquire Placing Shares, each Placee confers on Panmure Gordon all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Panmure Gordon lawfully takes in pursuance of such sale.
    3. The Ordinary Shares are in registered form and can be held in certificated or uncertificated form. Title to certificated Ordinary Shares (if any) will be evidenced in the register of members of the Company and title to uncertificated Ordinary Shares will be evidenced by entry into the operator register maintained by the Registrar (which will form part of the register of members of the Company).
    4. It is intended that allocations of Placing Shares to Placees who wish to hold Placing Shares in uncertificated form will take place through CREST on Admission. It is intended that, where applicable, definitive share certificates in respect of the Placing Shares will be posted by first class post as soon as is practicable following 28 July 2017 and will be sent at the relevant Placee’s risk in each case. Dealings in advance of the crediting of the relevant CREST stock account shall be at the risk of the person concerned. Prior to the despatch of definitive share certificates in respect of any Placing Shares which are not settled in CREST, transfers of those Placing Shares will be certified against the register of members of the Company. No temporary documents of title will be issued.
  4. PLACING AGREEMENT
    1. The Company, the Directors, the Selling Shareholders and Panmure Gordon have entered into the Placing Agreement, pursuant to which Panmure Gordon has agreed, subject to certain conditions, to use its reasonable endeavours to procure subscribers for the New Shares, and as agent for the Selling Shareholders, to use its reasonable endeavours to procure purchasers for the Sale Shares, in each case at the Placing Price.
    2. The Placing Agreement contains provisions entitling Panmure Gordon to terminate the Placing (and the arrangements associated with it) at any time prior to Admission in certain circumstances. If this right is exercised, the Placing and these arrangements will lapse and any monies received in respect of the Placing will be returned to Placees without interest.
    3. The Placing Agreement provides for Panmure Gordon to be paid a commission in respect of the Placing Shares acquired by Placees. Any commission received by Panmure Gordon may be retained and any Placing Shares acquired by them may be retained or dealt in, by it, for its own benefit.
  5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

By agreeing to acquire Placing Shares under the Placing, each prospective Placee which enters into a commitment to acquire Placing Shares will (for itself and any person(s) procured by it to acquire Placing Shares and any nominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of the Company, the Selling Shareholders, Panmure Gordon and the Registrar that:

    1. It has read the Admission Document in its entirety and it is relying solely on the Admission Document (and any supplementary admission document published by the Company subsequent to the date of the Admission Document) and not on any other information given, or representation or statement made at any time, by any person concerning the Group or the Placing.
    2. It acknowledges that its participation in the Placing shall be made solely on the terms and conditions set out in these Terms and Conditions, the Placing Agreement and the Articles. It agrees that these Terms and Conditions and the contract note issued by Panmure Gordon to it represent the whole and only agreement between it, the Company, the Selling Shareholders and Panmure Gordon in relation to its participation in the Placing and supersedes any previous agreement between any such parties in relation to such participation.
    3. It acknowledges that neither Panmure Gordon, any of its affiliates nor any person acting on its or their behalf is making any recommendation 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 Panmure Gordon or any of its affiliates, that Panmure Gordon is acting for the Company and no-one else and that none of Panmure Gordon or any of its affiliates have any duties or responsibilities to it for providing protections afforded to its or their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities contained in these Terms and Conditions.
    4. It agrees that, having had the opportunity to read the Admission Document, it shall be deemed to have had notice of all information and representations contained in the Admission Document , that it is acquiring Placing Shares solely on the basis of the Admission Document and any supplementary admission document published by the Company subsequent to the date of the Admission Document and no other information and that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to acquire Placing Shares. It agrees that none of the Company, the Selling Shareholders, Panmure Gordon nor the Registrar, nor any of their respective directors, officers, agents or employees, 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. This paragraph shall not exclude any liability for fraudulent misrepresentation.
    5. The contents of the Admission Document and any supplementary admission document published by the Company subsequent to the date of the Admission Document are exclusively the responsibility of the Company and its Directors and apart from the responsibilities and liabilities, if any, which may be imposed on the Company, the Selling Shareholders or Panmure Gordon by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Company, the Selling Shareholders, Panmure Gordon nor any person acting on their behalf nor any of their affiliates accept any responsibility whatsoever for and makes no representation or warranty, express or implied, as to the contents of the Admission Document or any supplementary admission document published by the Company subsequent to the date of the Admission Document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Group, the Placing Shares or the Placing and nothing in the Admission Document and any supplementary admission document published by the Company subsequent to the date of the Admission Document may be relied upon as a promise or representation in this respect, whether or not to the past or future. The Company, the Selling Shareholders and Panmure Gordon accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of the Admission Document or any supplementary admission document published by the Company subsequent to the date of the Admission Document or any such statement. This paragraph shall not exclude any liability for fraudulent misrepresentation.
    6. 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 the Admission Document and any supplementary admission document published by the Company subsequent to the date of the Admission Document and, if given or made, any information or representation must not be relied upon as having been authorised by Panmure Gordon, the Company or the Selling Shareholders.
    7. It acknowledges that 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.
    8. It has the funds available to pay the Placing Price in respect of the Placing Shares for which it commits to acquire under the Placing, and each other person (including, without limitation, any local authority or the managers of any pension fund) on whose behalf it commits to acquire Placing Shares under the Placing or to whom it allocates Placing Shares has the capacity and authority to enter into and to perform its obligations as a Placee and will comply with the obligations under the Terms and Conditions as if directly binding on them.
    9. It: (i) is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions; (ii) represents, warrants and undertakes that none of the Company, the Selling Shareholder or Panmure Gordon willinfringe any laws outside the United Kingdom as a result of its agreement to acquire Placing Shares or any actions arising from the Placee’s rights and obligations under the Placee’s agreement to acquire Placing Shares and under the Articles (and, in making this representation and warranty, the Placee confirms that it is aware of the selling and transfer restrictions set out in paragraph 3 above; (iii) has fully observed such laws; (iv) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as an acquirer of Placing Shares and will honour such obligations; and (v) has obtained all necessary consents and authorities (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 paragraph to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if the Placee is a pension fund or investment company, it is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares under the Placing.
    10. It understands that no action has been or will be taken in any jurisdiction by the Company or any other person that would permit a public offering of the Placing Shares, or possession or distribution of the Admission Document, in any country or jurisdiction where action for that purpose is required.
    11. If it is in the United Kingdom:
      1. 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;
      2. it is acting as principal only in respect of the Placing, or, if it is acting for any other person:
      3. it is and will remain liable to the Company, the Selling Shareholders and Panmure Gordon for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
      4. it is both an “authorised person” for the purposes of FSMA and a “qualified investor” as defined at Article 2.1(e)(i) of the Prospectus Directive acting as agent for such person; and
      5. such person is either (1) a “qualified investor” or (2) its “client” (as defined in section 86(2) of FSMA) that has engaged it to act as the client’s agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to the client.
    12. If it is in a Member State which has implemented the Prospectus Directive it is: (a) a legal entity which is a “qualified investor” as defined under the Prospectus Directive; or (b) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws.
    13. It will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the European Economic Area).
    14. If it is in a Member State, in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (x) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Directive, or in other circumstances falling within Article 3(2) of the Prospectus Directive and the prior consent of Panmure Gordon has been given to the offer or resale; or (y) where Placing Shares have been acquired by it on behalf of persons in any relevant Member State other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons. For the purposes of this provision, the expression an “offer” in relation to any of the Placing Shares in any relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Placing Shares to be offered so as to enable an investor to decide to purchase or acquire the Placing Shares, as the same may be varied in that relevant Member State by any measure implementing the Prospectus Directive in that relevant Member State.
    15. It is not a national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of the United States, Australia, Canada, the Republic of South Africa or Japan, it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in or into the United States, Australia, Canada, the Republic of South Africa, or Japan or to any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa, or Japan and it acknowledges that the Placing Shares have not been, and will not be, registered under the applicable securities laws of the United States, Australia, Canada, the Republic of South Africa or Japan and that the same are not being offered for subscription or sale, and may not, directly or indirectly, be offered, sold, transferred or delivered, in or into the United States, Australia, Canada, the Republic of South Africa or Japan.
    16. It acknowledges that the Placing Shares and the Ordinary Shares have not been and will not be registered under the US Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States.
    17. It acknowledges that until 40 days after Admission, the commencement of any offer, sale or transfer of the Placing Shares within the United States by a dealer (whether or not participating in the Placing) may violate the registration requirements of the US Securities Act.
    18. It acknowledges that it is not located within the United States, it is acquiring Placing Shares in an “offshore transaction” as defined in Regulation S and where it is acquiring Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to acquire the Placing Shares for each such account; (ii) to make on each such account’s behalf the representations, warranties and agreements set out in Part V of the Admission Document; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Panmure Gordon, and is deemed to represent, warrant and agree as follows:
      1. it and any person, if any, for whose account it is acquiring the Placing Shares, is purchasing the Placing Shares outside the United States in an offshore transaction meeting the requirements of Regulation S and the transaction was not pre-arranged with a buyer in the United States;
      2. it is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;
      3. it is aware that the Placing Shares have not been and will not be registered under the US Securities Act and are being offered and sold in “offshore transactions” outside the United States in reliance on Regulation S;
      4. it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any jurisdiction referred to above;
      5. if in the future it decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, it will do so only pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act;
      6. it has received, carefully read and understands the Admission Document and has not distributed, forwarded, transferred or otherwise transmitted the Admission Document or any other presentation or offering materials concerning the Placing Shares to any persons within the United States, nor will it do any of the foregoing;
      7. it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire Placing Shares is given and it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares in or into the United States; and
      8. that the Company, the Selling Shareholders, Panmure Gordon, their respective affiliates and others, will rely upon the truth and accuracy of the foregoing acknowledgements, representations or agreements made by it, if it becomes aware that the foregoing acknowledgements, representations or agreements are no longer accurate or have not been complied with, it will immediately notify the Company and Panmure Gordon and, if it is acquiring any Placing Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make such foregoing acknowledgements, representations and agreements on behalf of each such account.
    19. It has not taken any action or omitted to take any action which will or may result in the Company, the Selling Shareholders, Panmure Gordon or any of their respective directors, officers, agents, affiliates, employees or advisers being in breach of the legal or regulatory requirements of any territory in connection with the Placing or its acquisition of Placing Shares pursuant to the Placing.
    20. It confirms that any of its clients, whether or not identified to Panmure Gordon or any of its affiliates or agents, will remain its sole responsibility and will not become clients of Panmure Gordon or any of their affiliates or agents for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision.
    21. It acknowledges that where it or any person acting on its behalf is dealing with Panmure Gordon, any money held in an account with Panmure Gordon on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Panmure Gordon to segregate such money as that money will be held by Panmure Gordon under a banking relationship and not as trustee.
    22. It acknowledges that the Company has only communicated, or caused to be communicated, and will only communicate, or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and the investor acknowledges and agrees that this Admission Document is not being issued by Panmure Gordon in its capacity as an authorised person under section 21 of FSMA and such documents may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person.
    23. It accepts and acknowledges that:
      1. if the Placing does not proceed and/or the conditions to Panmure Gordon’s obligations in respect of the Placing under the Placing Agreement are not satisfied and/or the Placing Agreement is terminated prior to Admission for any reason whatsoever and/or the Placing Shares are not admitted to trading on AIM for any reason whatsoever, neither the Company, the Selling Shareholders, Panmure Gordon nor any of their respective affiliates, 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;
      2. Panmure Gordon is entitled to exercise any of its rights under the Placing Agreement or any other right in its absolute discretion, including the right to terminate the Placing Agreement, without any liability whatsoever to it (or any person on whose behalf it is acting) and Panmure Gordon shall not have any obligation to consult or notify Placees in relation to any right or discretion given to it or which it is entitled to exercise; and
      3. Panmure Gordon expressly reserves the right to determine, at any time prior to Admission, not to proceed with the Placing, and that if such right is exercised, the Placing (and the arrangements associated with it) will lapse and any monies received in respect of the Placing will be returned to Placees without interest.
    24. In connection with its participation in the Placing it has observed all relevant laws and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing including under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) (“Money Laundering Directive”); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive.
    25. It understands that due to anti-money laundering and the countering of terrorist financing requirements, the Company and/or the Selling Shareholders and/or Panmure Gordon may require proof of identity of the Placee and related parties and verification of the source of the payment before the offer commitment can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, the Company and/or the Selling Shareholders and/or Panmure Gordon may refuse to accept the offer commitment and the subscription moneys relating thereto. It holds harmless and will indemnify the Company, the Selling Shareholders and Panmure Gordon against any liability, loss or cost ensuing due to the failure to process the offer commitment, if such information as has been required has not been provided by it or has not been provided timeously.
    26. It is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds of Crime Act 2002 and confirms that it has complied and will continue to comply with those obligations.
    27. As far as it is aware, it is not acting in concert (within the meaning given in the City Code) with any other person in relation to the Company and it is not a related party of the Company for the purposes of the AIM Rules for Companies.
    28. 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 increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986 and no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or SDRT at the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, are not participating in the Placing as nominee or agent for any person or persons to whom the allocation, transfer or delivery of Placing Shares would give rise to such a liability.
    29. It, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty or SDRT liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services), registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares and acknowledge and agree that, save for the Selling Shareholders who have agreed to pay any stamp duty or SDRT under section 87 of the Finance Act 1986, none of the Company, the Selling Shareholders nor Panmure Gordon nor any of their respective affiliates nor any person acting on behalf of them will be responsible for any other liability to stamp duty or SDRT resulting from a failure to observe this requirement.
    30. It confirms that it is not and at Admission will not be, an affiliate of the Company or a person acting on behalf of such affiliate and it is not acquiring Placing Shares for the account or benefit of an affiliate of the Company or of a person acting on behalf of such an affiliate.
    31. It confirms that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with Rule 5 of the Disclosure and Transparency Rules as they apply to the Company.
    32. It accepts that the allocation of Placing Shares will be determined by Panmure Gordon in its absolute discretion following consultation with the Company and that Panmure Gordon may scale down any placing commitments on such basis as it may determine.
    33. It acknowledges that the representations, undertakings and warranties given by it as contained in these Terms and Conditions and Part V of the Admission Document or in any Investor Letter, where relevant, are irrevocable. It acknowledges that the Company, the Selling Shareholders, Panmure Gordon and their respective affiliates will rely upon the truth and accuracy of such representations, undertakings and warranties and it agrees that if any of the representations, undertakings or warranties made or deemed to have been made by its application for Placing Shares are no longer accurate, it shall promptly notify the Company and Panmure Gordon.
  1. INDEMNITY

Each Placee irrevocably agrees, on its own behalf and on behalf of any person on whose behalf it is acting, to indemnify and hold the Company, the Selling Shareholders, Panmure Gordon and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach by it any person on whose behalf it is acting of the representations, warranties, undertakings, agreements and acknowledgements in these Terms and Conditions.

  1. SUPPLY AND DISCLOSURE OF INFORMATION

If the Company, Panmure Gordon or the Registrar or any of their agents request any information in connection with a Placee’s agreement to acquire Placing Shares under the Placing or to comply with any relevant legislation, such Investor must promptly disclose it to them.

  1. MISCELLANEOUS
    1. The Company, the Selling Shareholders and Panmure Gordon expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined including the right of Panmure Gordon to notify to the Company the extension for the dates and times for satisfaction of any or all of the conditions in the Placing Agreement (provided that such conditions are not extended beyond 8.00 a.m. on 25 August 2017).
    2. The rights and remedies of the Company, the Selling Shareholders, Panmure Gordon and the Registrar 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.
    3. The Placee irrevocably appoints any Director and any director of Panmure Gordon 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 acquisition of 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.
    4. On the acceptance of its placing commitment, 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.
    5. All documents provided in connection with the Placing will be sent at the Placee’s risk. They may be returned by post to the Placee at the address notified by the Placee.
    6. The Placee agrees to be bound by the Articles (as amended from time to time) once the Placing Shares, which the Placee has agreed to acquire pursuant to the Placing, have been acquired by the Placee.
    7. The contract to acquire Placing Shares under the Placing and the appointments and authorities mentioned in these Terms and Conditions and Part V of the Admission Document will be governed by and construed in accordance with, the laws of England. For the exclusive benefit of the Company, the Selling Shareholders, Panmure Gordon and the Registrar, the 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 an Investor in any other jurisdiction.
    8. In the case of a joint agreement to acquire Placing Shares under the Placing, references to a “Placee” in these terms and conditions are to each of the Investors who are a party to that joint agreement and their liability is joint and several.
    9. Panmure Gordon may, and its affiliates acting as an investor for its or their own account(s) may, acquire Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in these Terms and Conditions to the Placing Shares being offered, subscribed, sold, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Panmure Gordon and/or any of their respective affiliates acting as an Investor for its or their own account(s). Neither the Company nor Panmure Gordon intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.
    10. Each Placee which acquires Placing Shares will be deemed to undertake that it agrees that it is liable for any capital duty, stamp duty, stamp duty reserve tax 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 United Kingdom by such investor or any other person on the acquisition by such Placee of any Placing Shares or the agreement by such Placee to acquire any Placing Shares.