Corre Energy B.V.

National Storage Mechanism | Additional information

RNS Number : 6339Q

Corre Energy B.V.

22 February 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD BE RESTRICTED, UNLAWFUL OR UNAUTHORISED, IN EACH CASE EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM APPLICABLE SECURITIES LAWS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement is released by Corre Energy B.V. and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("EU MAR") and is disclosed in accordance with the company's obligations under Article 17 of EU MAR.

22 February 2023

Corre Energy B.V.

("Corre Energy" or the "Company")

Proposed Placing and Subscription

Corre Energy, a leader in the origination, development, construction and commercialisation of Long Duration Energy Storage ("LDES") projects and services that will accelerate decarbonisation and enhance the security and flexibility of energy systems, announces that it is proposing to raise up to €7 million by way of a placing of new shares (the "Placing Shares") in the capital of the Company (the "Placing") and subscription (the "Subscription" together with the Placing, the "Fundraising") by certain other investors for new shares (the "Subscription Shares") in the capital of the Company.

The Placing will be conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement at a price (in Euro) to be determined following completion of the bookbuild process (the "Placing Price").

The Placing is being conducted, subject to the satisfaction of certain conditions described in the Appendix to this announcement, through the Bookbuild which will be made available to new and existing eligible investors. J&E Davy ("Davy"), Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") and Longspur Capital Limited ("Longspur") are acting as joint bookrunners in respect of the Placing (the "Bookrunners").

Background to the Fundraising and use of proceeds

The global commitment to the transition to renewable power generation and the intensification of efforts to improve energy security, following recent systemic shocks, has presented a prime opportunity for a sector-leading LDES solution provider such as Corre Energy.

The support for an acceleration in the energy transition has been formalised in EU and US government policy through REPowerEU and the US Inflation Reduction Act, respectively.

One of the primary aims of these legislative changes is to bolster the energy security of the EU and the US and accelerate the construction of renewable energy generation and the necessary supporting infrastructure, such as energy storage. LDES is essential to integrating the different components of the energy system, enabling decarbonisation and the full deployment of a growing supply of renewable energy sources.

Corre Energy identified this imperative well before the relatively recent energy crisis and has built a strong portfolio of projects, along with strategic partners, to take advantage of the critical role of LDES in the transition to renewables. Corre Energy continues to focus on delivering existing project milestones while capitalising on further opportunities where they arise.

In addition, Fondo Italiano per L'Efficienza Energetica ("FIEE") has amended its Equity Linked Funding Agreement with the Company to allow it to invest up to €4 million in the Company in a single tranche should the Company raise at least €5 million in net proceeds through the Fundraising as equity in the public market and upon ZW1 achieving commercial close1.

Net proceeds from the Placing, the Subscription and FIEE are expected to be used to continue the development of the Company's Zuidwending, Netherlands (ZW1) and Green Hydrogen Hub, Denmark (GHH1) developments, both of which are expected to achieve commercial close in 2023, in response to increasingly supportive Government policies. The net proceeds will also be used to give the Company the option to pursue exclusivity on other promising European and North American projects in its pipeline, and for general corporate purposes.

1. Commercial close milestones: (a) executed binding commercial terms with the selected off-taker; (b) a grid connection agreement; (c) a development agreement with the licensed salt owner; (d) a secured lease or acquisition agreement for the main project site to allow the development and construction of the relevant project with, in the case of a lease, a term of at least 30 years; and (e) permitting insurance is confirmed as being available to the relevant project.

Current trading and prospects

While Corre Energy continues to develop and refine its longer-term pipeline, sourcing and progressing opportunities which stretch out well over a decade, the Company is focussed on achieving the tangible milestones it has set out with its near-term projects, particularly ZW1 and the GHH1.

In December 2022, Corre Energy signed binding commercial terms for a 15-year offtake agreement, with extension rights, with Eneco, for the entire storage capacity of the ZW1 CAES project in the Netherlands2. This underpins the project economics for Corre Energy and helps to enable the strategic vision of the Company. Eneco will provide market access services, enabling Corre Energy to benefit from revenue linked to the high flexibility value of the asset, while also guaranteeing a base level of income. ZW1 is progressing well, with commercial close expected during the first half of 2023 subject to, inter alia, completion of the commercial documentation relating to the offtake, grid and development agreements, land ownership and permitting insurance.

The Company is dedicating significant resource and effort to GHH1, and the consortium is rapidly progressing the structure of the arrangement, putting in place the essential elements to move to commercial close in the second half of 2023. Achieving commercial close will enhance the value of the project and provide the Company with equity sell-down options at project level, further improving the financial position of Corre Energy.

In addition, advisers have been appointed to complete the European development capital investment process for ZW1 and GHH1 in the second half of 2023.

The Company formally launched its North American subsidiary in January 2023. Given the regulatory backdrop created by the US Inflation Reduction Act, which is very supportive of the development of LDES solutions, Corre Energy is currently considering specific opportunities in North America and assessing additional sources of capital in this region to enable developments to advance.

Reflecting the sharper focus on nearer-term projects, at the end of 2022 Corre Energy streamlined its operations and cost base, significantly lowering operating costs for 2023 without impacting the speed of strategic and operational progress on the Company's key projects. The Company had cash of €3.5 million as at 31 December 2022.

The Company has multiple potential revenue streams, including equity sell-downs and developer fees during the development phase of projects, and recurring revenues via offtake contracts once projects become operational. The Company has the ability to control costs and is targeting development capital investments and equity sell-downs in 2023 and 2024 for its near-term projects ZW1 and GHH1. Subsequent financial closes from 2024 will improve the marketability of these projects and enable the progress towards project operations from 2026.

In 2023, the Company anticipates the following funding sources and uses:


Sources of Capital	€'m	Uses of Capital	€'m
Existing cash (as at 31 December 2022)	3.5	ZW1 Devex	6 - 7
Placing and Subscription net proceeds	Up to 7.0	GHH Devex	2 - 3
FIEE investment	Up to 4.0	G&A	5 - 8
Development Funding	25.0	New project evolution3	22 - 25
Total Sources of Capital	39.5	Total Uses of Capital	35 - 43

2. On 16 December 2022, the company agreed binding commercial terms with Eneco, in the form of a Memorandum of Understanding and Agreement (as announced on 19 December 2022) for the total offtake of the project for 15 years, attached to which is the materially agreed form of offtake agreement, which is expected to be finalised in Q2 2023 once the technical requirements of the project are settled.

3. Planned uses of capital for 2023/24, timing dependant on development funding levels which may include a strategic investment in the Company itself or at project level

Key Investment Highlights

Positive legislative background

The transition to renewable energy is a core element of decarbonising societies. This, combined with more recent concerns around energy security, has resulted in a rapidly improving legislative backdrop for the adoption of renewable energy across Europe. The EU's REPowerEU strategy recognises that the development of energy storage is in the overriding public interest, due to the potential negative impact of large-scale renewables build on the supply/demand balance and the stability and reliability of the power grid. In addition to REPowerEU, the EU recently announced the Green Deal Industrial Plan in order to secure European leadership in clean energy technologies and improve Europe's existing industrial base. This has been accompanied by legislative support in the US through the US Inflation Reduction Act and similar measures in Canada, which seek to accelerate the rapid development of renewable energy and associated storage.

Sector-leading technology solution

Within energy storage, there is a growing recognition for the role of LDES in the energy transition. Green hydrogen-fuelled CAES is seen as one of the most effective and proven technologies to deliver a cost-leading LDES solution at scale. Corre Energy is developing CAES projects in a number of countries across Europe, with the capacity to deliver a market-leading 84 hours (3.5 days) of fully decarbonised LDES. The attractiveness of this solution has been further validated by the binding commercial terms signed in respect of a 15-year off-take agreement with the leading Dutch utility, Eneco, announced in December 2022. These terms and the resulting offtake agreement will underpin the economics of the ZW1 project.

Unique project pipeline

Corre Energy has a unique opportunity to develop eight projects across Europe all of which are designated under the EU's Ten-Year National Development Plan (TYNDP). The Company's initial cornerstone projects, ZW1 in the Netherlands and GHH1 in Denmark, have been designated as Projects of Common Interest (PCI) by the EU, aiding the permitting and construction process. Grid connection and cavern agreements have been secured for ZW1, and the completion of the offtake agreement with Eneco in respect of ZW1 will provide a blueprint for future pipeline projects. For GHH1, the partnerships with Eurowind AS and Gas Storage Denmark provide further evidence of timely progress in the execution of these key projects. The Company continues to expand its interests and is in negotiations regarding additional development projects in Germany and North America. The strength of the North America opportunity supported the establishment of a North American development company, led by recent hire, Chet Lyons. The expansion of Corre Energy's portfolio, combined with proven market demand, evidenced by the progress of the ZW1 offtake agreement process, means its unique LDES solution is expected to deliver long-term value for all stakeholders.

Strong management and extensive partner network

Corre Energy has a highly experienced management team with a range of skills incorporating renewable power generation, gas storage, project management and delivery as well as significant financial and legal expertise. This has been bolstered by recent hires at management, commercial and technical levels. This, combined with its network of industry partners, will help to de-risk project development and ensure the successful and timely delivery of the promising project pipeline.

Details of the Placing and Subscription

The Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by placees ("Placees"). No commissions will be paid to Placees or by Placees in respect of any of the Placing Shares. The book will open with immediate effect from the issue of this Announcement. Except as disclosed in this Announcement under "Details of the Placing", members of the public are not entitled to participate in the Placing.

The Bookrunners have entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Bookrunners have agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.

The Company has entered into subscription agreements pursuant to which and subject to the conditions set out therein, including the completion of the Placing, certain investors have agreed to subscribe for the Subscription Shares at the Placing Price.

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

The Placing Shares and Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. The Company currently has 67,899,344 shares in issue.

Applications for admission to trading

The Company will apply to Euronext Dublin for the Placing Shares and Subscription Shares to be admitted to trading on Euronext Growth ("Admission"). It is expected that settlement of the Placing Shares and Subscription Shares will occur, Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. GMT on 27 February 2023. The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

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

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

This Announcement contains inside information for the purposes of EU MAR. Market soundings, as defined in EU MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information relating to the Company and its securities, as permitted by EU MAR. That inside information is set out in this Announcement. Therefore, those persons who received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities. The person responsible for arranging release of this Announcement on behalf of Corre Energy is Neil Johnson.

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

For further information on the Announcement, please contact:


Corre Energy B.V. Keith McGrane, CEO Patrick McClughan, CSO Iain Balchin, CFO		Tel: +31 50 799 5060 [email protected]
Davy (Placing Agent/Bookrunner, Broker & Euronext Growth Listing Sponsor) Barry Dixon, Head of Decarbonization Corporate Finance Niall Gilchrist Barry Murphy Aoife Foley		Tel: +353 1 614 8922
Berenberg (Placing Agent/Bookrunner) Matthew Armitt Ciaran Walsh Milo Bonser Yasmina Benchekroun		Tel: +44 (0) 20 3207 7800
Longspur Capital (Placing Agent/Bookrunner) Nick Stamp, Head of Corporate Finance Adam Robertson, Head of Distribution Akhil Shah		Tel: +44 (0) 20 3940 6608
Murray PR (Financial PR and IR) Pat Walsh, Managing Director		Tel: +353 1 498 0300

Important notice

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

This Announcement is for information purposes only and does not constitute an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No public offer of the shares referred to in this Announcement is being made in Ireland, the United Kingdom, any Restricted Territory or elsewhere.

This Announcement has been issued by and is the sole responsibility of the Company. Neither J&E Davy ("Davy"), Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") and Longspur Capital Limited ("Longspur") (together, the "Bookrunners") (acting severally and not jointly or jointly and severally), nor any of their affiliates accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of any of the Bookrunners or any of their affiliates in connection with the Company, the Placing Shares or the Placing. Each of the Bookrunners and their affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any of the Bookrunners or any of their affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

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

Members of the public are not eligible to take part in the Placing. All offers of the Placing Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to produce a prospectus for offers of the Placing Shares. This Announcement and the terms and conditions set out herein are directed only at and may only be communicated to persons: (a) if in an EEA member state, who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); (b) in the United Kingdom who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in Article 49(2)(a) to (d) of the FPO and (iii) are "qualified investors" as defined in Article 2(e) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus Regulation"); and (c) otherwise to whom it may otherwise lawfully be communicated, (all such persons together being referred to as "Relevant Persons").

This Announcement and the terms and conditions set out in the Appendix to this Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in the Appendix to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix to this Announcement.

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

In connection with the Placing, Davy and any of its affiliates, acting as investors for their own accounts, may purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise.

Berenberg, which is regulated by the Federal Financial Supervisory Authority in Germany and in the United Kingdom is deemed authorised and subject to limited regulation by the Financial Conduct Authority, is acting only for the Company in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections offered to the clients of Berenberg, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Longspur is regulated in the United Kingdom by the Financial Conduct Authority and is acting solely for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunners 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 the Bookrunners to inform themselves about, and to observe, such restrictions. The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to subscribe for Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Bookrunners.

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

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

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

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

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

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

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

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II and the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, as defined in MiFID II and Regulation (EU) NO 2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors who meet the criteria of professional clients, as defined in MiFID II and Regulation (EU) NO 600/2014 as it forms part of domestic law by virtue of the EUWA, or (c) eligible counterparties, as defined in MiFID II and the FCA's Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties or who are Relevant Persons as defined below. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

APPENDIX

TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

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

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

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

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

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

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

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

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

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

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

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

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

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

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

(a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

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

(c) if it is a financial intermediary, as that term is used in the Prospectus Regulation and the UK Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA or the UK to Qualified Investors, or in circumstances in which the prior consent of Bookrunner has been given to each such proposed offer or resale.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Bookbuild

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

Details of the Placing Agreement and of the Placing Shares

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

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

No element of the Placing is being underwritten.

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

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

Application for admission to trading

The Company will apply to Euronext Dublin for the Placing Shares to be admitted to trading on Euronext Growth ("Admission"). It is expected that Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 27 February 2023 (or such later date as may be agreed between the Company and the Bookrunners). The Placing is conditional upon, amongst other things, Admission becoming effective.

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

Participation in, and principal terms of, the Placing

1. The Bookrunners (whether individually or through any of their affiliates) are arranging the Placing severally, and not jointly or jointly and severally, as placing agents of the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners. The Bookrunners and their affiliates are entitled to enter bids as principal in the Bookbuild.

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

3. The Bookbuild is expected to close no later than 5.00 p.m. (London time) on 22 February 2023, but may be closed earlier or later, at the discretion of the Bookrunners. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

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

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

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

7. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

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

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

10. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by the relevant Bookrunner.

11. To the fullest extent permissible by law, neither the Bookrunners (acting severally and not jointly or jointly and severally), the Company or any of their respective affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Bookrunners, the Company, nor any of their respective affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunners and the Company and their respective affiliates may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunners shall have no liability to the Placees for any failure by the Company to fulfil those obligations.

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

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunners' obligations under the Placing Agreement are conditional on certain conditions, including:

(a) Each of the warranties contained in the Placing Agreement on the part of the Company and each executive director being true and accurate and not misleading as at any time when they are given on or prior to the Closing Date (the "Closing Date") being 27 February 2023, the expected date of completion of the Placing, or such later date as the Company and the Bookrunners may agree in writing, being no later than 3 March 2023) by reference to the facts and circumstances subsisting at that time;

(b) The issue by or on behalf of the Company of this Announcement by no later than 5 p.m. on 22 February 2023 or such later time and date as may be agreed between the Company and the Bookrunners;

(c) The Company and each of the Executive Directors having complied with their respective obligations under the Placing Agreement;

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

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

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

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

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

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

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

The Bookrunners shall have no liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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 the Bookrunners.

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

Termination of the Placing Agreement

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

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

No prospectus

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

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or any of the Bookrunners or their respective Affiliates or any other person and none of the Bookrunners or the Company, or any of their respective Affiliates or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Lock-up

The Company has undertaken to the Bookrunners that, between the date of the Placing Agreement and 180 calendar days after completion of the Placing, it will not, without the prior written consent of the Bookrunners (such consent not to be unreasonably withheld or delayed) enter into certain transactions involving or relating to the shares, subject to certain carve-outs agreed between the Bookrunners and the Company (including in relation to further development funding, as disclosed).

By participating in the Placing, Placees agree that the exercise by the Bookrunners of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Bookrunners and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

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

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note, electronic trade confirmation or other (oral or written) confirmation (the form of such communication being at the sole discretion of the relevant Bookrunner) stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bookrunner and settlement instructions. Placees should settle against Euroclear ID: EC 66909 for Davy and Euroclear ID: 94262 for Berenberg. It is expected that such contract note will be dispatched on 23 February 2023 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing LuxCSD, Euroclear Bank or certificated settlement instructions that it has in place with the relevant Bookrunner.

Banque International à Luxembourg S.A., as principal agent of LuxCSD, will deliver the Placing Shares to the Euroclear Settlement Accounts and the Settlement Agent will enter their delivery instructions into the Euroclear Settlement Accounts. The Settlement Agent will hold any Placing Shares delivered to its respective Euroclear Settlement Accounts as nominee for the Placees. The input to Euroclear Bank by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares will be on 27 February 2023, on a T+2 basis. Settlement will be on a delivery versus payment basis.

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

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

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

Representations, warranties and further terms

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

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

2. undertakes not to redistribute or duplicate this Announcement;

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

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

5. acknowledges that none of the Bookrunners, 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 the Bookrunners, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

6. acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of the Bookrunners, their affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Bookrunners, the Company or any of their respective directors, partners (persönlich haftende Gesellschafter), officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the research department of any of the Bookrunners (the views of such research departments not representing and being independent from those of the Company and the corporate finance departments of the Bookrunners and not being attributable to the same)), and none of the Bookrunners, 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 any of the Bookrunners, its or their respective affiliates or any other person acting on its or their behalf has or may have conducted;

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

8. acknowledges that none of the Bookrunners has any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" set out in MiFID II and that none of the Bookrunners is acting for it or its clients and that none of the Bookrunners will be responsible for providing protections to it or its clients;

9. acknowledges that none of the Bookrunners, any of their respective 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;

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

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

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

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

14. represents and warrants that: (i) it has complied (in each case, to the extent applicable) with its obligations under the UK Criminal Justice Act 1993, FSMA and EU MAR (in the case of the UK, EU MAR as it forms part of domestic UK law by virtue of the EUWA); (ii) in connection with money laundering and terrorist financing, it has complied (in each case, to the extent applicable) with its obligations under the UK Proceeds of Crime Act 2002 (as amended), the UK Terrorism Act 2000 (as amended), the UK Terrorism Act 2006 and the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), the Irish Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof; and (iii) it is not a person: (a) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or the United Kingdom or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunners may decide in its sole discretion;

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

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

17. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by any Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

19. if in a Member State of the EEA, unless otherwise specifically agreed with the Bookrunners in writing, represents and warrants that it is a "qualified investor" within the meaning of the Prospectus Regulation;

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

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

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

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

24. acknowledges that none of the Bookrunners, any of their affiliates, or any person acting on behalf of it or any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of the Bookrunners and that the Bookrunners has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

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

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

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

28. agrees that the Company, the Bookrunners, 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 the Bookrunners 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;

29. agrees to indemnify on an after-tax basis and hold the Company, the Bookrunners 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 or incurred by the Bookrunners, the Company or each of their respective representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

30. acknowledges that no action has been or will be taken by any of the Company, the Bookrunners, or any person acting on behalf of the Company or the Bookrunners 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;

31. 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;

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

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

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

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

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

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

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

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that none of the Bookrunners owes 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 either or both of the Bookrunners or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

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

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

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

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

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

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

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