27 October 2016

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF FUTURA MEDICAL PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 

Futura Medical plc (AIM: FUM), the innovative healthcare company focused on advanced transdermal technology, is pleased to announce its intention to conduct a placing of up to approximately 21,052,632 new ordinary shares of 0.2 pence each in the Company (the "Placing Shares"), at a price of 57 pence per share, to raise up to £12 million (before expenses) (the "Placing").

The Placing Shares are being offered by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following this announcement. Nplus1 Singer Advisory LLP ("N+1 Singer") will be acting as sole bookrunner in connection with the Bookbuild.

It is expected that the finalisation of the proposed Placing will commence immediately following this announcement and a further announcement will be made to confirm its completion in due course.

While the Group has sufficient cash resources for its near term needs, and retains discretion over a substantial part of its development and other expenditure, the Board believes that the Group requires and would benefit from additional finance to enable it to accelerate its growth strategy, in particular for the MED2002 (erectile dysfunction) programme and also for the pain relief products.

The net proceeds of the Placing will provide the Company with funding for the continued development of the Company's sexual healthcare and pain relief product portfolios, in particular:

  • To fund the clinical development required to expedite the process of bringing MED2002 to commercialisation; and
  • To fund the clinical work and trials required to develop the pain relief portfolio and expedite the process of bringing TPR100 and TIB200 to commercialisation.

In addition, a portion of the net proceeds will be used for general working capital purposes (including additional internal R&D resource) as the Group moves towards generating royalty income streams from licensed products over the longer term.

The Placing is expected to allow the Group to continue to fund additional product and commercial development activities and to seek additional licence agreements on more favourable terms than would otherwise be available. Such agreements, coupled with the pursuit of sustainable income streams from existing and new licensed applications of the Group's advanced proprietary transdermal technology, are expected to facilitate the creation of material shareholder value over the longer term.

The Placing is conditional on, inter alia, the passing of the Placing Resolutions to be proposed at the General Meeting to be held at 2:00 p.m. on 15 November 2016 at the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN. The circular (the "Circular"), which will provide further details of the Placing and include a notice convening the General Meeting, is expected to be sent to shareholders and be available on the Company's website later today.

Expected Timetable

Announcement of the Placing and Bookbuild 7.00 a.m. on 27 October 2016
Posting of the Circular and Form of Proxy 27 October 2016
Latest time and date for receipt of Forms of Proxy
for the General Meeting

2.00 p.m. on 11 November 2016
Time and date of General Meeting 2.00 p.m. on 15 November 2016
First Admission 8.00 a.m. on 16 November 2016
Second Admission 8.00 a.m. on 17 November 2016

Each of the times and dates refer to London time and are subject to change by the Company (with the agreement of N+1 Singer), in which case details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement through a Regulatory Information Service.

Additional information on the Placing is included below. Attention is drawn to the section headed 'Important Information' below and to the Appendix containing the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be issued in connection with the Placing will be agreed by Futura and N+1 Singer at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of Futura and N+1 Singer.

Terms used but not defined in this announcement shall have the meanings given to such terms in the Appendix. This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For further information please contact:

Futura Medical plc
James Barder, Chief Executive
+44 (0) 1483 685 670
james.barder@futuramedical.com
www.futuramedical.com

Nominated Adviser:
N+1 Singer
Aubrey Powell / Liz Yong / Thomas Smale
Tel: +44 (0) 20 7496 3000

For media enquiries please contact:

Buchanan Communications Limited
Mark Court / Sophie Cowles /
Stephanie Watson
Tel: +44 (0) 20 7466 5000

Notes to editors:

About Futura Medical plc

Futura Medical is a pharmaceutical group that develops innovative products for consumer healthcare. The Company is developing a portfolio of products and its strategy is to license their manufacture and distribution to major pharmaceutical and healthcare groups.

Futura is based in Guildford, Surrey, and its shares trade on the AIM market of the London Stock Exchange.

www.futuramedical.com

 

ADDITIONAL INFORMATION

Reproduced below without material adjustment is an extract from the Chairman's Letter to Shareholders, the full text of which will be contained within the Circular expected to be posted to Shareholders later today.

1.   Introduction

The Company announced on 27 October 2016 that it is seeking to raise up to £12 million (before expenses) through the placing with existing and new institutional investors of up to 21,052,632 New Ordinary Shares at a price of 57 pence per Ordinary Share.

The Placing Price represents a 13.0 per cent. discount to the Closing Price of 65.5 pence per Ordinary Share on 26 October 2016 (being the last Business Day prior to the announcement of the Placing).

The net proceeds of the Placing will be used by the Group to accelerate the development of the Group's business as described further in paragraphs 2 and 4 below.

Currently the Directors have insufficient authorities in place to allot the Placing Shares to the Placees without the need first to offer the Placing Shares to existing Shareholders. Accordingly, the Placing is conditional upon the Company, among other things, obtaining approval from Shareholders to empower the Directors to allot the Placing Shares pursuant to the Placing and to disapply statutory pre-emption rights in respect of such allotment.

The Board believes that raising equity finance using the flexibility provided by a non pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both existing institutional holders and new institutional investors to participate in the Placing and avoids the need for a prospectus which is a costly and time consuming process.

The Placing, which is being arranged on behalf of the Company by N+1 Singer subject to the terms of the Placing Agreement, is conditional, inter alia, on the passing of the Placing Resolutions at a general meeting of Shareholders expected to be held at 2.00 p.m. on 15 November 2016, notice of which will be given in the Circular.

In the Circular, the Chairman will write to Shareholders to: (i) explain the background to and the reasons for the Placing, (ii) give notice of the General Meeting to approve the Resolutions required to give effect to the Placing to be held at the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN at 2.00 p.m. on 15 November 2016, (iii) explain why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to approve the Placing (as they intend to do in respect of their own holdings of Ordinary Shares), and (iv) explain the actions Shareholders should take in respect of the General Meeting.

In the event that the Placing Resolutions are not passed, the Placing will not proceed.

2.   Background to and Reasons for the Placing

As stated in the Group's unaudited interim results for the six months to 30 June 2016, we continue to make good progress in the clinical and commercial development of our portfolio of product opportunities. For example, this was highlighted with the announcement on 7 September 2016 of breakthrough results of a clinical study for MED2002 the Company's novel gel for the treatment of erectile dysfunction ("ED").

We are extremely excited about MED2002's commercial potential and the ambition and vision for the Group going forward is to build upon our recognised status as a transdermal innovation specialist in the pharmaceutical industry. The Board believes that material shareholder value can be created by the Group commercialising MED2002 and its pain relief products further, and through the Group's partners helping to build CSD500 into the market leading premium condom worldwide.

The Group currently focuses on the development and commercialisation of topically applied products addressing sexual health and pain relief applications and may also look to expand selectively the application of our DermaSys® technology.

Funding for further development and commercialisation
While the Group has sufficient cash resources for its near term needs, and retains discretion over a substantial part of its development and other expenditure, the Board believes that the Group requires and would benefit from additional finance to enable it to accelerate its growth strategy, in particular for the MED2002 programme and also for the pain relief product portfolio. The Placing is expected to allow the Group to continue to fund additional product and commercial development activities and to seek additional licence agreements on more favourable terms than would otherwise be available. Such agreements, coupled with the pursuit of sustainable income streams from existing and new licensed applications of the Group's advanced proprietary transdermal technology, are expected to facilitate the creation of material shareholder value over the longer term.

3.   Update on Product Portfolio

Sexual Health Product Portfolio

MED2002
Our primary focus has been on a pivotal clinical study, whose positive results were announced on 7 September 2016. In summary, the study met its primary endpoint and MED2002 showed efficacy, safety and speed of onset.

The study, which began in June 2015, comprised a total of 232 randomised males and it measured, as its primary endpoint, improvement in the erectile function domain score of the International Index of Erectile Function ("IIEF-EF"), the scoring system used for the approval of PDE5 inhibitors. The study, which used one dosage of 0.6mg glyceryl trinitrate gel (MED2002), was of a placebo-controlled, double blind, home use, crossover design.

The study which included mild, moderate and severe ED patients, achieved its primary endpoint in demonstrating a statistically significant improvement in erectile function (p-value ≤ 0.0132) in the IIEF-EF domain score, averaged across the entire patient set, when using MED2002 compared with placebo.

The study also achieved statistical significance (p-value ≤ 0.0272) in its secondary endpoint for the number of patients, with an increase from baseline in the IIEF-EF domain greater than or equal to 4.

The results for the analysis in the mild ED patient sub-group were highly statistically significant (p-value ≤ 0.0001), with over twice as many patients reporting an increase from baseline in the IIEF-EF domain greater than or equal to 4 when using MED2002 compared with placebo.

The results for the analyses in the moderate and severe ED patient sub-groups were not found to be statistically significant, however a higher dose may provide increased efficacy in these groups.

The speed of onset of action of MED2002 was rapid, partly reflecting the method of application with the gel being applied directly to the penis. 82% of patients with mild ED had an onset of action within 10 minutes and 54% of mild ED patients had an onset of action within 5 minutes. The Directors believe that this rapid onset of action means that MED2002 has the potential to be the world's fastest-acting treatment for ED.

No major safety concerns were identified. No serious adverse events or serious adverse reactions were recorded and there were no drop-outs from the study owing to side-effect issues. Fewer than 2% of patients reported mild side-effects of a headache, which is considered a very low percentage in pharmaceutical terms.

The study results, the headline findings of which were confirmed in subsequent analysis, give us considerable confidence in the future development of the product. Professor David Ralph (former president of European Society for Sexual Medicine) stated, "The positive data from this study provides an exciting new innovation with the potential to be a first line therapy in erectile dysfunction. MED2002 has the required efficacy, speed of onset and safety profile consistent for an over-the-counter as well as prescription use product. MED2002, for the first time in the treatment of ED, has the potential to meet the needs of primary care providers and of patients."

In parallel to our commercial out-licensing discussions for MED2002 we will continue to develop the commercial strategy. A scientific advice meeting within the EU has already been requested and we intend to request a pre-investigational new drug meeting with US regulators to confirm their requirements for marketing authorisations.

The total worldwide market for all ED treatments is estimated at over US$4.8 billion . Current sales for oral treatments are approximately US$4.3 billion worldwide1. Research commissioned by Futura in the USA estimated that the contraindicated market for MED2002 alone could be worth over US$0.3 billion (covering those patients unable to take a PDE5 inhibitor). The balance is made up of other treatments: intra-urethral, injections and non-invasive devices. With superior speed of onset, compelling safety profile and the potential to switch to over-the-counter we believe that MED2002 as a first line therapy could achieve peak annual sales in excess of US$500 million. We have appointed an adviser to assist us in the out-licensing process.

CSD500

This is a condom containing an erectogenic gel which we have branded Zanifil®. CSD500 benefits from three clinically proven claims and is believed by the Company to be the only condom product on the market able to make such validated claims: the maintenance of a firmer erection, maximised penile size and a longer lasting sexual experience for women. CSD500, which gained CE marking in 2013, represents real innovation. Futura's intellectual property position for CSD500 has been extensively protected internationally. We have filed a further patent application worldwide based on our extended shelf life manufacturing process, which we anticipate will extend patent protection for CSD500 through to 2033.

CSD500 has been out-licensed on a territorial basis worldwide through seven existing licensee partners covering a total of 39 countries including major commercial markets in North America and Europe. We continue in discussion with potential licensing partners for areas where we have not yet licensed the product, including South America and further regulatory submissions are underway in a number of territories worldwide including the Middle East, Asia and South America.

Commercial manufacture of product has already taken place for the launch of CSD500 in the first Middle East country, where regulatory approval has already been granted, with the launch expected later this year. We anticipate further launches of the product in other territories during 2017.

Considerable progress has also been made with the manufacturing strategy for CSD500. In June 2016, we announced that India's TTK Protective Devices Limited ("TTK"), a pioneer in condom manufacture, will also produce CSD500 for worldwide supply as well as being a distributor for India. TTK will be complementary to our existing European manufacturer and a regulatory filing has been made with and approved by EU regulatory authorities, granting TTK the relevant authorisation to manufacture the product with an extended 18-month shelf life. A similar application has been made to the relevant EU Notified Body for the Company's European manufacturing partner to manufacture the product with the same extended shelf-life.

Pain Relief Product Portfolio

The rapid skin permeation rates offered by Futura's transdermal delivery system, DermaSys®, have created a major opportunity in topical pain relief. Rapid skin permeation offers potential benefits in pain management including: improved onset of action, duration and degree of pain relief. DermaSys® also allows the potential to have a twice-a-day dosing regimen, which provides a compelling commercial proposition for ibuprofen which is currently dosed three to four times per day.

In 2015, Futura demonstrated statistically significant results from its two topical NSAID programmes, TPR100 (2% diclofenac gel) and TIB200 (10% ibuprofen gel), in a clinical study. The study, of a total of 60 subjects, compared Futura's products against a placebo. It also compared them against currently marketed products to show equivalence, which is a strategy frequently used in the consumer healthcare industry as it gives the potential for strong marketing claims, such as superior delivery of drug (through the skin). No comparator product, topical or oral, outperformed our two NSAID products in the study, including in relation to permeation of the active drug over a 12-hour period.

Our objective is for our products to be best in class. The rationale for this is that the National Institute for Health and Care Excellence (NICE) gives clear guidance to physicians to prescribe topical NSAIDs in the first instance for joint pain associated with osteoarthritis, in preference to oral NSAIDs, owing to concerns on the long term use of oral NSAIDs. This means that the best-in-class topical treatment should be the first choice for doctors in the initial treatment of pain and therefore represents a substantial opportunity in a market with global sales estimated at US$2.9 billion .

We continue to work on regulatory submissions for territories within the EU for both products though anticipate that in due course these submissions will be taken over by commercial partners.

In Europe we believe that the two products could be launched over-the-counter and potentially, depending on the indication, on a prescription basis. In the US, we expect that TPR100 only is likely to be made available on a prescription only basis and will require additional clinical data. A pre-IND meeting has been requested with the US Food & Drug Administration.

We have appointed an adviser to assist us in the out-licensing process and we are now at the heads-of-terms stage with one potential partner. It is a reflection of the robustness of the clinical data generated last year that the two products have attracted considerable interest from major pharmaceutical and consumer healthcare companies. We anticipate signing at least one deal this year.

The Group currently has two products in active development in its pain relief portfolio each using a different compound and the DermaSys® delivery system.

4.   Current Trading

The Company's announcements of 13 September 2016, regarding the Interim Results for the six months ended 30 June 2016, and of 7 September 2016 regarding breakthrough results in its MED2002 clinical study reflect the progress made this year. The Company also announced on 20 June 2016 the signing of a licensing agreement for south east Europe and on 13 June 2016 the signing of a licensing and manufacturing for India, both demonstrating further commercialisation progress with CSD500. Separately on 27 October 2016 we confirmed the approval by the relevant EU Notified Body of the Company's regulatory submission to allow manufacture of CSD500 by one of its manufacturers with an extended shelf life of 18 months. The Company also continues to make good progress in commercial discussions with prospective partners for the pain portfolio products.

5.   Use of Proceeds

The Directors believe that the Placing will allow the Group to continue to fund additional product and commercial development activities and to seek additional licence agreements on more favourable terms than would otherwise be available. The Directors further believe that such agreements, coupled with the pursuit of sustainable income streams from existing and new licensed applications of the Group's advanced proprietary transdermal technology, will facilitate the creation of material shareholder value over the longer term.

Accordingly, the net proceeds raised from the Placing will be used principally for the continued development of the Company's sexual healthcare and pain relief product portfolios, in particular:

  • To fund the clinical development required to expedite the process of bringing MED2002 to commercialisation; and
  • To fund the clinical work and trials required to develop the pain relief portfolio and expedite the process of bringing TPR100 and TIB200 to commercialisation.

In addition, a portion of the net proceeds will be used for general working capital purposes (including additional internal R&D resource) as the Group moves towards generating royalty income streams from licensed products over the longer term.

6.   Information on the Placing

The Company is proposing to raise up to £12 million (before fees and expenses) by way of a placing of 21,052,632 New Ordinary Shares at the Placing Price. The Placing Shares will represent up to approximately 17.5 per cent. of the Enlarged Share Capital. The Placing Price represents a discount of 13.0 per cent. to the Closing Price of 65.5 pence per Ordinary Share as at 26 October 2016 (being the last Business Day prior to the announcement of the Placing).

The Placing is being conducted by way of a non pre-emptive share issue. The Directors believe that this is the most cost effective and certain method to raise funds, avoiding the significant costs and uncertainty of a full public offer requiring a prospectus, and also facilitates the diversification of the institutional shareholder base. The Directors consider that the potential long-term value creation benefit to Shareholders arising from the application of the net placing proceeds outweighs the dilutive effects of the Placing. The Directors further believe that the Placing provides the potential to create greater shareholder value as it will facilitate the negotiation of additional product licence deals over time (on the pain products and MED2002) having undertaken additional developmental and regulatory work, and to do so from a position of greater financial strength, each of which is likely to improve the terms of such deals compared those that may be achieved in a less well funded scenario.

Currently the Directors have insufficient authorities in place to allot the Placing Shares to the Placees without first offering them to existing Shareholders. Accordingly, the Placing is conditional upon the Company, among other things, obtaining approval from Shareholders to empower the Directors to allot the Placing Shares pursuant to the Placing and to disapply statutory pre-emption rights in respect of such allotment. The Board believes that raising equity finance using the flexibility provided by a non pre-emptive placing is the most appropriate structure for the Company at this time. This allows both existing institutional and new investors to participate in the Placing.

The Placing Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Placing Shares and will otherwise rank on admission pari passu in all respects with the Existing Ordinary Shares. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing is not being underwritten.

The Placing, which is being arranged on behalf of the Company by N+1 Singer subject to the terms of the Placing Agreement, is conditional, inter alia, upon:

(i)   the approval of the Placing Resolutions at the General Meeting;

(ii)  the conditions in the Placing Agreement relating to the Placing being satisfied or (if applicable) waived and the Placing Agreement not having being terminated in accordance with its terms prior to First Admission and Second Admission; and

(iii) First Admission becoming effective by no later than 8.00 a.m. on 16 November 2016 (or such later time and / or date as the Company and N+1 Singer may agree) and Second Admission becoming effective by no later than 8.00 a.m. on 17 November 2016 (or such later time and / or date as the Company and N+1 Singer may agree).

Completion of the Placing is subject to certain conditions including the passing of the Resolutions 1 and 2. Under the terms of the Placing Agreement, the Company has agreed to pay N+1 Singer, in consideration for its corporate finance and broking services in respect of the Placing, a fixed corporate finance fee and a commission representing a percentage of the gross proceeds raised in the Placing.

The Placing Agreement contains customary warranties and indemnities given by the Company with respect to its business and the Group and to certain matters connected with the Placing. The Placing may be terminated by N+1 Singer in the event of, inter alia, a material breach by the Company of the terms of the Placing Agreement (including the warranties) or a material adverse change in the condition of the Group.

Applications will be made to the London Stock Exchange for the First Placing Shares and the Second Placing Shares to be admitted to trading on AIM. It is expected that First Admission will be effective and trading in the First Placing Shares will commence at 8.00 a.m. on 16 November 2016 and that Second Admission will be effective and trading in the Second Placing Shares will commence at 8.00 a.m. on 17 November 2016.

Immediately following Second Admission, the Company will have an Enlarged Share Capital of up to 120,144,950 Ordinary Shares (assuming no other issuance of new Ordinary Shares).

If the Placing Resolutions are not passed by Shareholders at the General Meeting, the Company could raise a lower amount of funding than proposed under the Placing using existing authorities. In this situation, the Company would continue to invest its cash resources in line with its current plan to commercialise its technology. The Directors believe, however, that the acceleration of these programmes has the potential to enhance shareholder value and are recommending that Shareholders vote to approve the Placing.

7.   Director's Participation

James Barder intends to subscribe for 30,000 Placing Shares at the Placing Price, representing approximately 0.1 per cent. of the Placing Shares. Assuming that James Barder subscribes, immediately following Admission (and assuming no other issuance of new Ordinary Shares prior to Admission), James Barder will have a beneficial interest in 621,330 Ordinary Shares. Including non-beneficial interests, James Barder's total interest following Admission is expected to be 1,488,830 Ordinary Shares.

8.   Principal Risks and Uncertainties

A description of the principal risks and uncertainties associated with the Group's business and how the Group seeks to manage them is included in the Group's Annual Report and Accounts for the year ended 31 December 2015 (on pages 16-17). The Board is of the view that these principal risks and uncertainties are those which continue to be applicable to the business at the date of this document.

9.   Notice of General Meeting

The Circular will contain a notice convening the General Meeting to be held at the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN at 2.00 p.m. on 15 November 2016.

The resolutions to be proposed at the General Meeting are as follows:

  1. an ordinary resolution to provide the Directors with authority under section 551 of the Act to allot the Placing Shares; and
  2. subject to the passing of Resolution 1, a special resolution granting the Directors an authority pursuant to section 571 of the Act to allot the Placing Shares for cash on a non-pre-emptive basis without first having to offer them to existing Shareholders.

In addition, to the resolutions described above the Company is also proposing the following resolutions at the General Meeting:

  1. subject to resolutions 1 and 2 being passed, an ordinary resolution to provide the Directors with an authority under section 551 of the Act to allot Ordinary Shares up to a maximum nominal amount of approximately 33% of the Enlarged Share Capital, up to the conclusion of the annual general meeting of the Company to be held in 2017 or 30 June 2017 (whichever is earlier); and
  2. subject to the passing of Resolution 3, a special resolution granting the Directors an authority pursuant to section 571 of the Act to allot equity shares up to a maximum nominal amount of approximately 10% of the Enlarged Share Capital, up to the conclusion of the annual general meeting of the Company to be held in 2017 or 30 June 2017 (whichever is earlier).

Resolutions 3 and 4 above will give the Company flexibility to take advantage of further growth opportunities that may arise.

10. Admission, Settlement and CREST

Applications will be made to the London Stock Exchange for the Admission of the Placing Shares to trading on AIM. It is expected that First Admission will become effective at 8 a.m. on or around 16 November 2016 and that dealings in the First Placing Shares will commence at that time. It is expected that Second Admission will become effective at 8 a.m. on or around 17 November 2016 and that dealings in the Second Placing Shares will commence at that time.

The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Ordinary Shares are already admitted to CREST and therefore the Placing Shares will also be eligible for settlement in CREST. CREST is a voluntary system and Shareholders who wish to retain certificates will be able to do so upon request. The First Placing Shares due to uncertificated holders are expected to be delivered in CREST on 16 November 2016. The Second Placing Shares due to uncertificated holders are expected to be delivered in CREST on 17 November 2016.

11. EIS / VCT Schemes

Clearance has been applied for from HMRC that the Company's business qualifies for EIS relief and is a qualifying business for VCT relief. Although qualifying investors should obtain tax relief on their investments under EIS relief or VCT relief, neither the Company nor the Directors can provide any warranty or guarantee in this regard. Investors must seek independent advice on which they are able to rely.

Neither the Company nor the Directors give any warranties or undertakings in this document or the Circular that EIS relief or VCT relief, if granted, will not be withdrawn. Investors must take their own advice and rely on it. If the Company carries on activities beyond those disclosed to HMRC, then Shareholders may cease to qualify for the tax benefits.

12. Action to be taken by Shareholders in respect of the General Meeting

Shareholders will find enclosed with the Circular a Form of Proxy for use at the General Meeting. Whether or not a Shareholder intends to attend the General Meeting, he or she is strongly encouraged to complete, sign and return the Form of Proxy in accordance with the instructions printed on it.

The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

13. Recommendation

The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own beneficial holdings totalling 1,894,184 Ordinary Shares, representing approximately 1.91 per cent. of the Existing Ordinary Shares.



IMPORTANT INFORMATION

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company or N+1 Singer that would permit an offering of such shares 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 N+1 Singer to inform themselves about, and to observe, such restrictions.

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. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. 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 information contained in this announcement is subject to change without notice and neither N+1 Singer nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser, financial adviser and broker to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. N+1 Singer is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of N+1 Singer as the Company's nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

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 N+1 Singer or by 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 interested party or its advisers, and any liability therefor is expressly disclaimed.


APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS SELECTED BY N+1 SINGER WHO FALL WITHIN THE DESCRIPTION THAT, IF THEY WERE CLIENTS OF N+1 SINGER, COULD BE CATEGORISED AS A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FINANCIAL CONDUCT AUTHORITY'S CONDUCT OF BUSINESS SOURCEBOOK AND THEREFORE FALL WITHIN THE PROVISIONS OF POINT (1) OF SECTION (I) OF ANNEX (III) TO THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE AND FURTHERMORE, WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING 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) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER AND ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"); OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN 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 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

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

The price of shares in the Company and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of shares.

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

  1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) 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 Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of N+1 Singer has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA 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; and/or
  3. (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States; or (b) if it is a dealer or other professional fiduciary in the United States it is acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa or a Prohibited Jurisdiction. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into a Prohibited Jurisdiction any other jurisdiction outside the United Kingdom.

The distribution of this document, the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, N+1 Singer or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.

The Company and N+1 Singer will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

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

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.

Details of the Placing

N+1 Singer has entered into a Placing Agreement with the Company under which N+1 Singer has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Placing Price.

The Placing Agreement contains customary warranties given by the Company to N+1 Singer as to matters relating to the Company and its business and a customary indemnity given by the Company to N+1 Singer in respect of liabilities arising out of or in connection with the Placing. 

The Placing is conditional upon, amongst other things, the Placing Resolutions being passed by the requisite majority. 

A circular, explaining the background to and reasons for the Placing and containing the Notice of General Meeting, is expected to be sent to shareholders on 27 October 2016. A copy of the circular and the Notice of General Meeting will also be available from the Company's website at http://www.futuramedical.com/.

The Placing is also conditional upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the then issued Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for First Admission and Second Admission. Subject to, amongst other things, the Placing Resolutions being passed by the requisite majority at the General Meeting and the conditions in the Placing Agreement being satisfied (or, where applicable, waived), it is expected that settlement of the First Placing Shares and First Admission will become effective on or around 8:00 a.m. on 16 November 2016 and that dealings in the First Placing Shares will commence at that time, and that settlement of the Second Placing Shares and Second Admission will become effective on or around 8:00 a.m. on 17 November 2016 and that dealings in the Second Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

  1. N+1 Singer (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.
  2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by N+1 Singer. N+1 Singer and its affiliates may participate in the Placing as principal.
  3. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
  4. The Placing Price will be a fixed price of 57 pence per Placing Share.
  5. Each Placee's allocation will be confirmed to Placees orally by N+1 Singer, and a Form of Confirmation will be dispatched as soon as possible thereafter. The oral 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 N+1 Singer and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price, on the terms and conditions set out in this Appendix, and in accordance with the Company's Articles of Association.
  6. Except as required by law or regulation, no press release or other announcement will be made by N+1 Singer 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.
  7. 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".
  8. All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
  9. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
  10. To the fullest extent permissible by law, none of the Company, N+1 Singer or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Company, N+1 Singer or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, pursuant to any fiduciary duties) in respect of N+1 Singer's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and N+1 Singer shall have no liability to the Placees for the failure of the Company to fulfil those obligations. 

Conditions of the Placing

N+1 Singer's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

(a)             the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

(b)             Admission taking place not later than 8:00am on 17 November 2016 or such later time and/or date as N+1 Singer may, in its absolute discretion, determine not being later than 8.00 a.m. on 15 December 2016 (or such later date and time and the Company and N+1 Singer may agree in writing) (the "Final Date"); and

(c)             the passing of the Placing Resolutions, without material amendment, at the General Meeting.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where applicable, waived by N+1 Singer by the respective time or date where specified (or such later time or date as the Company and N+1 Singer may agree not being later than 8.00 a.m. on 15 December 2016), or (ii) the Placing Agreement is terminated as described below, the Placing in relation to the Placing Shares will lapse and the Placee's 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 the Placee in respect thereof.

N+1 Singer may, in its absolute discretion, waive, or extend the period (up to the Final Date) for fulfilment of the conditions in the Placing Agreement, save that the conditions set out in paragraphs (a), (b) and (c) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither N+1 Singer nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of N+1 Singer.

Right to terminate under the Placing Agreement

N+1 Singer is entitled, at any time before First Admission and Second Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a)         in the opinion of N+1 Singer there has been a breach of any of the warranties contained in the Placing Agreement or, if such warranties were repeated at any time before Admission by reference to the facts and circumstances then existing, there would be a breach of any of the warranties; or

(b)         there has been a breach of any undertaking or other obligation on the part of the Company to under the Placing Agreement; or

(c)         there having been an event or circumstance prior to First Admission and Second Admission which materially adversely affects the position or prosects of the Company's group taken as a whole or which in the opinion of N+1 Singer is or may be prejudicial to the Company or the Placing.

Following First Admission, the Placing Agreement is not capable of termination to the extent that it relates to the First Placing of the First Placing Shares. Following Second Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares. If the First Placing is terminated prior to First Admission, the rights and obligations of each Placee shall cease and terminate at such time and no claim can be made by any Placee in respect thereof. If the Second Placing is terminated prior to Second Admission, the rights and obligations of each Placee in relation to the Second Placing shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by N+1 Singer of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of N+1 Singer, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against N+1 Singer, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

Offer Personal

The offering of the Placing Shares and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer, or in any other manner deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of N+1 Singer in accordance with all relevant legal requirements.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the announcement (including this Appendix) and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement (including the Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or N+1 Singer or any other person and neither N+1 Singer nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by N+1 Singer, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company, nor N+1 Singer, are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within CREST provided that, subject to certain exceptions, N+1 Singer reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a Form of Confirmation stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to N+1 Singer and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with N+1 Singer.

The expected timetable for settlement will be as follows: 

Trade Date: 15 November 2016
Settlement Date (First Placing Shares only): 16 November 2016
Settlement Date (Second Placing Shares only): 17 November 2016
CREST counterparty: ATMAY
ISIN Code: GB0033278473
SEDOL Code (GB): 3327847
Trade System of Origin: Blank
Stamp Status: W
Stamp Consideration: Nil
Settlement Currency: GBP
Deadline for input instruction into CREST: 12.00 p.m. on 15 November 2016
CREST ID for N+1 Singer: ATMAY

Each Placee will be required to pay to N+1 Singer, on the Company's behalf, the Placing Price for each Placing Share allocated to it by N+1 Singer (as applicable) and agreed to be acquired by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to N+1 Singer and the Company.  Each Placee has an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer and the Company, to pay to N+1 Singer in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee and which it has agreed to subscribe for.  Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case, as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither: (i)  any member of the N+1 Group (as defined below); (ii) any director, officer, employee or consultant of the N+1 Group, nor (iii) to the extent not contained within (i) or (ii), any person connected with the N+1 Group as defined in the FCA Rules shall have any liability to Placees or to any person other than the Company  for any matter arising out of the role of N+1 Singer as agent, broker to the Company or otherwise in connection with or in respect of the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against the N+1 Group and any of its directors, officers, members or employees which they may have in respect thereof. For the purposes of this paragraph, "N+1 Group" means N+1 Singer and its ultimate parent undertakings and all direct and indirect subsidiary undertakings of such parent undertakings.

It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by N+1 Singer.

Each Placee is deemed to agree that, if it does not comply with these obligations, N+1 Singer may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for N+1 Singer's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify N+1 Singer on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on N+1 Singer all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which N+1 Singer lawfully takes in pursuance of such sale.

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 N+1 Singer.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither N+1 Singer 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 N+1 Singer, namely that, each Placee (and any person acting on such Placee's behalf):

1.      represents and warrants that it has read and understood the announcement, including this Appendix, in its entirety and that its 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 undertakes not to redistribute or duplicate this announcement;

2.     acknowledges that no offering document, admission document or prospectus has been prepared or approved by the FCA in the United Kingdom under section 87A of FSMA in connection with the Placing, the Bookbuild or the Placing Shares and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

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

4.     acknowledges that none of N+1 Singer, the Company, 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 any of N+1 Singer, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5.     acknowledges that the content of this announcement is exclusively the responsibility of the Company, and that none of N+1 Singer, 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. 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 N+1 Singer, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any investor presentation that may have been received by any prospective Placee or any material prepared by the Research Department of N+1 Singer (the views of such Research Department not representing and being independent from those of the Company and the Corporate Finance Department of N+1 Singer and not being attributable to the same)), and neither N+1 Singer 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 N+1 Singer, its affiliates or any other person acting on its or their behalf has or may have conducted;

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

7.     acknowledges that N+1 Singer does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution", "suitability" and "risk warnings" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that N+1 Singer is not acting for it or its clients and that N+1 Singer will not be responsible for providing protections to it or its clients;

8.     acknowledges that none of N+1 Singer, any of its affiliates or any person acting on behalf of it or them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.     that, save in the event of fraud on the part of N+1 Singer (and to the extent permitted by the Rules of the FCA), neither N+1 Singer, its ultimate holding company nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of N+1 Singer's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law Placees will immediately waive any claim against any of such persons which you may have in respect thereof;

10.  represents and warrants that (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States;

11.  acknowledges that the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and that the offer and sale of the Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

12.  unless otherwise specifically agreed in writing with N+1 Singer, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the United States, Australia, Canada, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa;

13.  acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

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

15.  represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to N+1 Singer such evidence, if any, as to the identity or location or legal status of any person which N+1 Singer 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 N+1 Singer 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 N+1 Singer may decide at its sole discretion;

16.  if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, 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 European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of N+1 Singer has been given to the offer or resale;

17.  represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");

18.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons 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 any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

19.  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;

20.  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;

21.  if in a Member State of the European Economic Area, unless otherwise specifically agreed with N+1 Singer in writing, represents and warrants that it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive and (ii) a "professional client" or an "eligible counterparty" within the meaning of Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as implemented into national law of the relevant EEA state;

22.  if in the United Kingdom, represents and warrants that it is a person (i) falling within Article 19(1) 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 understands that the information contained in this announcement is only directed at such persons and that, accordingly, any investment or investment activity to which this announcement is related is available to it as such a person will be engaged in only with it as such a person;

23.  represents and warrants that (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary power and capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, N+1 Singer, any of its or their respective affiliates or any person acting on its or their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

24.  where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by N+1 Singer;

25.  undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as N+1 Singer may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify N+1 Singer 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 or otherwise;

26.  acknowledges that none of N+1 Singer, any of its affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of N+1 Singer and that N+1 Singer has no duties or responsibilities to it for providing the protections afforded to their respective 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 their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

27.  undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither N+1 Singer 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 N+1 Singer in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of N+1 Singer who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

28.  acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or N+1 Singer 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;

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

30.  each Placee acknowledges that the basis of allocation will be determined by N+1 Singer (in consultation with the Company) at its absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

31.  agrees that the Company, N+1 Singer and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to N+1 Singer 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;

32.  agrees to indemnify on an after-tax basis and hold the Company, N+1 Singer and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

33.  acknowledges that no action has been or will be taken by any of the Company, N+1 Singer or any person acting on behalf of the Company or N+1 Singer 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;

34.  acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

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

36.  acknowledges that N+1 Singer or any of its affiliates acting as an investor for its 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;

37.  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;

38.  to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement including this Appendix;

39.  agrees to be bound by the terms of the memorandum and articles of association of the Company in force at and immediately after Admission;

40.  represents and warrants that in agreeing to subscribe for the Placing Shares the Placee is acting as principal and for no other person and its acceptance of that commitment will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares;

41.  represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

42.  acknowledges that it irrevocably appoints any director of N+1 Singer as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

43.  represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction; and

44.  represents and warrants that any person who confirms to N+1 Singer on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises N+1 Singer to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to N+1 Singer and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor N+1 Singer will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and N+1 Singer in the event that any of the Company and/or N+1 Singer has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify N+1 Singer accordingly.

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that N+1 Singer does not owe any 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 N+1 Singer or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with N+1 Singer, any money held in an account with N+1 Singer 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 N+1 Singer's money in accordance with the client money rules and will be used by N+1 Singer in the course of its own business and the Placee will rank only as a general creditor of N+1 Singer.

All times and dates in this Announcement may be subject to amendment. N+1 Singer shall notify the Placees and any person acting on behalf of the Placees of any changes.

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

The terms set out in this announcement (including the Appendix) and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Placee, whether orally or otherwise constitute the entire agreement to the terms of the Placing and a Placee's participation in the Placing to the exclusion of prior representations, understandings and agreements between them and any other person. Any variation of such terms must be in writing.

The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or the formation of such agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each Placee irrevocably agrees to submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute that arises out of or in connection with the agreement arising out of acceptance of the Placing or its subject matter or formation (including non-contractual disputes or claims).

DEFINITIONS

The following definitions apply in this Appendix to the Announcement and, as the context shall admit, in the Announcement:

"Act"  the Companies Act 2006;
"Admission"  admission of the Placing Shares to trading on AIM;
"AIM"  the AIM market of the London Stock Exchange plc;
"AIM Rules"   the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers as applicable, published by the London Stock Exchange;
"Articles"  the articles of association of the Company;
"Business Day"   any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday;
"Closing Price"   the closing middle market quotation of an Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;
"Company" or "Futura"    Futura Medical plc, a company incorporated in England and Wales with registered number 04206001 with its registered office at Surrey Technology Centre, 40 Occam Road, Surrey Research Park, Guildford, Surrey GU2 7YG;
"CREST"   the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertified form operated by Euroclear UK and Ireland Limited;
"Directors" or the "Board"    the directors of the Company whose names are set out on page 3 of the Circular;
"EIS"   Enterprise Investment Scheme;
"EIS and VCT Shares"   the new Ordinary Shares to be issued to certain Placees under the First Placing;
"Enlarged Share Capital"    the Ordinary Shares in issue on Second Admission, comprising the Existing Ordinary Shares and the New Ordinary Shares;
"Existing Ordinary Shares"   the 99,092,318 Ordinary Shares in issue as at the date of this document;
"First Admission"    admission of the First Placing Shares to trading on AIM;
"First Placing Shares"  the EIS and VCT Shares;
"Form of Confirmation"   the form of confirmation to be despatched by N+1 Singer to each Placee in connection with the Placing following receipt of the each Placee's firm order;
"Form of Proxy"  the form of proxy for use in relation to the General Meeting which accompanies the Circular;
"General Meeting"    the general meeting of the Company, the details of which are set out in the Notice of General Meeting, to be held at the offices of Buchanan Communications Limited, 107 Cheapside, London, EC2V 6DN, at 2.00 p.m. on 15 November 2016 (or at any adjournment thereof) to consider the Resolutions;
"Group"  the Company and its subsidiary undertakings;
"HMRC"   Her Majesty's Revenue and Customs;
"London Stock Exchange"  London Stock Exchange plc;
"New Ordinary Shares" each of the new Ordinary Shares comprising the Placing Shares;
"N+1 Singer"  Nplus1 Singer Advisory LLP, acting as nominated adviser and broker to the Company in respect of the Placing, and where the context allows, its affiliates;
"Notice of General Meeting"   the notice convening the General Meeting which is set out at the end of the Circular;
"Ordinary Shares"   the ordinary shares of 0.2 pence each in the capital of the Company;
"Placees"  those persons procured by N+1 Singer acting as agent for the Company who have agreed to subscribe for all or any of the Placing Shares pursuant to the Placing;
"Placing"   the conditional placing by N+1 Singer on behalf of the Company of the Placing Shares at the Placing Price, in accordance with the Placing Agreement;
"Placing Agreement"   the agreement dated 27 October 2016 between Company and N+1 Singer in relation to the Placing, further details of which are set out in paragraph 5 in the letter from the Chairman;
"Placing Price"  57 pence per New Ordinary Share;
"Placing Resolutions"  Resolutions 1 and 2 to be proposed at the General Meeting as set out in the Notice of General Meeting;
"Placing Shares"  together the First Placing Shares and Second Placing Shares;
"Posting"   the posting of the Circular and Form of Proxy to the Shareholders;
"Regulatory Information Service"  the regulatory information service approved by the London Stock Exchange for the distribution of AIM announcements;
"Resolutions"  the ordinary and special resolutions (including the Placing Resolutions) to be proposed at the General Meeting as set out in the Notice of General Meeting and "Resolution" shall mean any one of them;
"Second Admission"  admission of the Second Placing Shares to trading on AIM;
"Second Placing Shares" the non-EIS / VCT Shares, being the new Ordinary Shares to be issued to certain Placees under the Placing;
"Shareholder"  a holder of Ordinary Shares from time to time;
"Uncertificated" a share or security recorded in the Company's register of members as being held in uncertificated form, title to which may be transferred by means of CREST; and
"VCT" Venture Capital Trust.