ARECOR THERAPEUTICS PLC

Regulatory Filings • May 17, 2021

National Storage Mechanism | Additional information

RNS Number : 7571Y

Arecor Therapeutics PLC

17 May 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF ARECOR THERAPEUTICS  PLC (THE "COMPANY") IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, in any jurisdiction, including in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan, the Republic of South Africa (each a "Restricted Jurisdiction") or any other jurisdiction where to do so might constitute a violation or breach of any applicable law nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Investors should not use this announcement as the basis for any investment in the securities of the Company which should only be made on the basis of information contained in the admission document (the "Admission Document") intended to be published by Arecor Therapeutics plc (the "Company" and, together with its subsidiary undertakings, the "Group", "Arecor") in due course in connection with the proposed admission of its Ordinary Shares to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission").  Copies of the Admission Document will, following publication, be available for inspection on the Company's website at www.arecor.com. Terms capitalised in this announcement but not defined herein shall have the meaning given to them in the Admission Document.

ARECOR ANNOUNCES INTENTION TO FLOAT ON AIM

Advancing a robust portfolio of partnered and proprietary treatments from existing therapies to enable healthier lives

Cambridge, UK., 17 May 2021: Arecor Therapeutics plc ("Arecor" or the "Company"), a globally focused biopharmaceutical company that is targeting improving patient care by bringing innovative medicines to market through the enhancement of existing therapeutic products, today announces its intention to apply for admission of its issued Ordinary Shares to trading on AIM, a market operated by the London Stock Exchange plc ("Admission").  Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as Nominated Advisor and Sole Broker to the Company.

Sarah Howell, Chief Executive Officer of Arecor, said: "This IPO will enable us to advance the development of our internal proprietary diabetes and specialty hospital products to a defined value inflexion point prior to potential partnering. In addition, it will allow us to create further value through the growth of our technology licensing partnerships where we leverage the ArestatTM technology to develop enhanced reformulations of our partners' products, offering the potential for milestone and royalty payments in markets including novel biologics, biosimilars and vaccines. Our two lead products are in clinical development for the treatment of diabetes where, despite advances in treatment options, there remain significant unmet needs. There are estimated to be 463 million people living with diabetes world-wide, with approximately 56 million insulin users. Through our ArestatTM technology, we are developing novel formulations of insulin with either enhanced ultra-rapid or ultra-concentrated rapid acting properties that have the potential to be life-changing for patients by enabling better management of their disease and greater use of new approaches such as the artificial pancreas and miniaturised pumps."

Andrew Richards, Chairman of Arecor, commented: "Arecor's technology and expertise has been validated through multiple partnerships with major pharmaceutical and biotechnology companies. The Company also has a balanced business model that offers the potential for significant returns associated with successful drug development but with reduced development risk through development of existing approved therapeutics products and partnering. As someone who has always championed the London market and has supported UK life-science companies to IPO in London I am very pleased Arecor has chosen to list on AIM. Led by a strong team and Board, Arecor has the potential to become a significant UK biopharmaceutical company and deliver benefits to patients and clinicians."

Company Highlights

• A revenue generating biopharmaceutical company that is targeting improving patient care by bringing innovative medicines to market through the enhancement of existing therapeutic products using its innovative proprietary formulation technology platform, Arestat™.
• Existing and near-term revenue potential: Arecor's strategy is to develop novel formulations of biopharmaceutical products with enhanced properties and to partner with major pharmaceutical and biotechnology companies under a revenue generating licence model with the potential to receive royalties and significant milestone payments. Arecor currently has a total of four active licensing agreements in place with partners that include Hikma and Inhibrx.
• Broad portfolio with significant addressable markets: Arecor's initial therapeutic focus is diabetes, with three insulin-based products in development. In addition, Arecor has a portfolio of different Ready-to-Use ("RTU") and Ready-to-Administer ("RTA") hospital specialty products in development.
• Reduced development risk and timelines: By developing novel formulations of existing, approved therapeutic products, the Directors' believe that the majority of Arecor's specialty hospital products can be brought to market faster, and at lower risk and cost, than would be expected for standard new drug development. For Arecor's diabetes programmes, the safety and efficacy of insulin is already proven and there is likely a lower burden regarding clinical studies that are required for approval.
• Broad applicability across growing pharmaceutical markets: Arecor partners with global pharmaceutical and biotechnology companies to apply the Arestat™ technology to their proprietary products under a technology licensing model. These products can be at any stage in development from early phase clinical development through to products that are already on the market. The main areas of applications of the technology are novel biologicals, biosimilars, therapeutic vaccines and therapeutic peptides.
• Extensive intellectual property protection: Arecor has developed extensive  intellectual property protection both of its Arestat™ formulation technology and of the novel formulations of products it develops, comprising patented formulation platforms, know-how, product related IP and trade secrets, which maximise innovation, protection and commercial success.
• Strong management team and Board: Arecor's management team has significant experience in the specialty pharmaceutical industry and of managing high growth companies, capable of executing a major value proposition in the specialty pharmaceutical field.

Use of Proceeds

The net proceeds of the Placing will be used to:

·    Progress the Company's lead diabetes products

·    Develop and expand its pipeline of specialty hospital RTU and RTA products

·    Build the team

·    Bolster working capital and strengthen balance sheet

Admission

The Directors believe that Admission will be an important step in the Group's development and will assist the Group in its development by raising its public profile, widening its shareholder base, providing potential future access to development capital to progress its current and future pipeline of proprietary products and enabling it to expand within its chosen therapy areas and expand its commercial partnerships. It will also provide the Group with the ability to incentivise its employees through share incentive plans, which should assist it in continuing to attract, retain and motivate high calibre employees.

Admission is expected to occur in early June 2021.

For more information, please contact:

Arecor Therapeutics plc	www.arecor.com
Dr Sarah Howell, Chief Executive Officer	Tel: +44 (0) 1223 426060 Email: sarah.howell@arecor.com
Susan Lowther, Chief Financial Officer	Tel: +44 (0) 1223 426060 Email: susan.lowther@arecor.com
Mo Noonan, Communications	Tel: +44 (0) 7876 444977 Email: mo.noonan@arecor.com
Consilium Strategic Communications
Chris Gardner, David Daley, Angela Gray	Tel: +44 (0) 20 3709 5700 Email: arecor@consilium-comms.com
Panmure Gordon (UK) Limited (NOMAD and Broker)	Tel: +44 (0) 20 7886 2500
Freddy Crossley, Emma Earl (Corporate Finance)
Rupert Dearden (Corporate Broking)

For further details please see our website, www.arecor.com

Notes to Editors

About Arecor

Arecor is a globally focused biopharmaceutical company that is targeting improving patient care by bringing innovative medicines to market through the enhancement of existing therapeutic products. By applying its innovative proprietary formulation technology platform, Arestat™, the Company is developing an internal portfolio of proprietary products, as well as working with leading pharmaceutical and biotechnology companies to deliver enhanced reformulations of their partners' therapeutic products, supported by an extensive patent portfolio.

Further Information on the Company

Business Overview/Strategy

Arecor is a globally focused biopharmaceutical company that is targeting improving patient care by bringing innovative medicines to market through the enhancement of existing therapeutic products. By applying the Group's innovative proprietary formulation technology platform, Arestat™, the Group is developing an internal portfolio of proprietary products, as well as working with pharmaceutical and biotechnology companies to deliver enhanced reformulations of their partners' therapeutic products, supported by an extensive patent portfolio.

Arecor' current focus of internal proprietary product development can be divided into two product classes: diabetes and specialty hospital care. In addition, the Group also develops novel enhanced formulations of its partners' biological products that include biosimilars, biological products and vaccines, which are derived from the Group's formulation development and technology licensing programmes and are referred to as "Technology Partnerships".

Technology

Arecor' proprietary Arestat™ technology platform is based on a series of fundamentally unique insights into interactions between formulation excipients and proteins, allowing control of protein behaviour under various stress conditions. The Arestat™ technology, in combination with the extensive know-how of stability requirements, development processes and regulatory requirements, offers a series of formulation options that have been specifically designed to overcome the challenges associated with delivering enhanced pharmaceutical products via reformulation.

Through the use of the Group's proprietary Arestat™ platform, Arecor is able to rapidly optimise the formulation and discovery process for sub-optimal products, which can include sub-optimal therapeutic kinetics, conversion of lyophilised formulation to stable aqueous formulations or enhanced stability by removal of cold-chain requirements for some or all of product shelf-life and in-use periods. Arestat™ technology has been applied across a wide range of proteins, peptides and vaccines for its ability to deliver a step change in stability and/or therapeutic profiles in improved and patent protected product formats.

The Arestat™ technology is well placed to deliver differentiation via innovative formulation within abbreviated regulatory and development pathways in the form of:

·    Developing formulations of products with superior kinetics leading to improved clinical and patient outcomes;

·    Stable liquid ready-to-use and ready-to-administer products for IV delivery, improving safety, speed and convenience;

·    Convenient, concentrated liquid doses for self-administration via a single injection; and

·    Heat-stable products maintaining product integrity and simplifying supply chains.

Pipeline

Diabetes

Arecor's product portfolio for diabetes is being developed to later stage clinical development with the aim of achieving significant milestone payments and double-digit royalties upon entering into licence agreements with pharmaceutical or biotechnology companies. The portfolio currently includes novel insulin formulations to deliver an ultra-rapid acting insulin (AT247), an ultra-concentrated rapid acting insulin (AT278) and a stable co-formulation of pramlintide and insulin (AT299). Clinical studies of AT247 to date have indicated favourable characteristics compared to existing insulin products. Partnering is targeted following completion of key Phase II studies, with results of the Phase II study for AT247 expected within the next 24 months and a potential market launch from 2025.

Arecor's lead product, AT247, an ultra-rapid acting insulin, has the potential to be the best-in-class fastest acting meal-time insulin for people with Type I and Type II diabetes. The novel meal-time insulin formulation, which significantly accelerates insulin absorption post injection, should enable more effective management of blood glucose levels and has the potential to enable a fully automated artificial pancreas. By combining both accelerated absorption and faster onset of action of insulin post injection, it has pharmacokinetic and pharmacodynamic properties that more closely match the physiological insulin secretion profile of a healthy individual without diabetes, offering the potential to significantly improve blood glucose control and flexibility of insulin dosing, as well as the clinical benefits of reducing both hypoglycaemia and hyperglycaemia.

The Group's second product, AT278, is an ultra-concentrated rapid acting insulin, which has the potential to be a superior concentrated meal-time insulin. The concentrated novel formulation of rapid acting insulin has been designed both to accelerate the absorption of insulin post injection and with the potential to provide the clinical benefits of a rapid acting insulin to patients who have high daily insulin requirements through a single injection; it also has the potential to enable the use of next generation miniaturised insulin pump delivery devices. The Group's third insulin product, AT299, is a stable co-formulation of pramlintide and insulin, which has the potential to be a next generation treatment for both Type I and Type II diabetics. 

Diabetes, and in turn insulin, are large markets. Currently, there are estimated to be 463 million people living with diabetes worldwide, with approximately 56 million insulin users, producing a global insulin market of approximately US$21 billion. Each of the Group's insulin rapid-acting products are designed to meet a specific need targeting a significant share of a US$6.4 billion fast-acting insulin market opportunity.

Specialty Hospital Care:

Arecor is also applying the Arestat™ technology to develop a number of different ready-to-use (RTU) and ready-to-administer (RTA) medicines that have the potential to provide a safer, more convenient and immediate treatment options, with the aim of partnering these products to generate milestone and sales-based royalty payments. Two of these programmes have already been partnered with Hikma, validating the commercial interest in this product class.

Owing to the Group's strategy of reformulating existing therapeutic products, there is potential to develop these products under an expedited regulatory pathway. The combined global market size of the seven specialty hospital products currently under Arecor development is estimated to be approximately US$3.8 billion.

Technology Partnerships

Outside of the diabetes and specialty hospital care product groups, Arecor deploys the Arestat™ technology platform with leading pharmaceutical and biotechnology companies under a technology licensing model with the aim of developing enhanced versions of the pharmaceutical or biotechnology company's complex biological products. These programmes typically start with a formulation development study under which Arecor attempts to develop a new formulation of the partner's drug molecule to achieve an enhanced target profile. Upon successful completion of this phase, the partner has the option to enter into a licence agreement that provides the partner with rights to further develop and commercialise the novel formulation of their proprietary product that has been developed by Arecor. The licence agreement typically involves both milestone and royalty payments. Biological products (also known as biologics) are a significant target market, with the value of the global biologics market estimated to be approximately US$269 billion in 2019.

When partnering in this way, the Group is agnostic to therapeutic area and product type, however, the main areas of applications of the technology are novel biologicals, biosimilars, therapeutic vaccines and therapeutic peptides. 

Arecor currently has two Technology Partnership licensing agreements in place, with the most advanced product being a novel formulation of its partner's biosimilar product.

Board Members

Dr Andrew Richards, CBE, FRSC, Ph.D. (Non-Executive Chairman)

Andrew Richards is an established biotechnology entrepreneur and investor with extensive experience from the UK biotechnology sector in research, drug development, commercial deals and scale-up of companies. He is the Chairman of Congenica Ltd, Abcodia Ltd, Ieso Digital Health Ltd and Closed Loop Medicine Ltd as well as being a director of Owlstone Medical Ltd, Cancer Research Technology Ltd (the commercial board of Cancer Research UK) and The Scale-Up Institute. He is a council member of the UK Medical Research Council.

Andrew is a Cambridge graduate with a Ph.D. in enzyme chemistry and was a founder of Chiroscience in 1992 and an Executive Director through to the Celltech deal in 1999. Andrew has a track record as a founder, active investor in and director of more than 25 innovative healthcare and life-science companies, including Vectura plc and Arakis Ltd. He has experience as a board director for several public companies, including Chiroscience plc, Vectura plc, IXICO plc and Silence Therapeutics plc.

Dr Sarah Howell, Ph.D. (Chief Executive Officer)

Sarah Howell was appointed Chief Executive Officer of Arecor in 2015, having joined in 2011 as Chief Operating Officer and Executive Director. During her time at Arecor she has led the transformation of the business into a successful clinical stage biotechnology company. Sarah has a background in clinical and commercial pharmaceutical product development, manufacture, supply and licensing across a range of product types and therapeutic areas. She has served in a number of senior roles in the pharmaceutical industry, including Vice President CMC & Technical Development at BTG Plc., and Director of Outsourced Manufacturing at UCB-Celltech.

Sarah holds a BSc in Chemistry from the University of Birmingham and a Ph.D. in Physical Organic Chemistry from the University of St Andrews.

Susan Lowther, (Chief Financial Officer)

Susan Lowther was appointed Chief Financial Officer and Company Secretary at Arecor in 2019. She brings significant financial leadership experience across a broad range of public and private life science companies. Susan joined Arecor from IXICO plc, an imaging contract research organisation where she defined the financing strategy and raised growth capital taking the company on a path to profitability. Previously, she was Chief Financial Officer at Novacyt S.A. where she oversaw the acquisition of Lab21 Limited, CFO at BioWisdom Limited, who were acquired by Instem Plc, and Finance Director of RiboTargets Limited, from start-up until its acquisition by Vernalis plc.

Susan's life-sciences career started at Celltech Group plc and included Head of Finance at Lonza Biologics (previously Celltech Biologics). As part of the leadership team, she was responsible for finance, HR, IT and facilities functions in the US and UK.

Susan has been a member of executive boards since 1997 and a Fellow of the Chartered Institute of Management Accountants since 2003.

Dr Alan Smith, CBE, FRD, Ph.D. (Non-Executive Director)

Alan Smith is the former Senior Vice President and the Chief Scientific Officer of Genzyme Corporation, Cambridge MA, where he had overall responsibility for the company's science. Prior to its acquisition by Genzyme in 1989, Alan was the Vice President and Scientific Director of Integrated Genetics, a start-up biotechnology company. From 1980-84 he was head of the biochemistry division at the National Institute of Medical Research, Mill Hill, London. Presently, Alan sits on the Scientific Advisory Boards of Pharnext, a genomics company in Paris, France and he is on the Board of Directors of Candel Therapeutics (formerly Advantagene), an immune-oncology company in Needham MA.

Alan has published extensively on the genetic code and protein synthesis, tumour virology, cell biology and cystic fibrosis. He holds a B.A. from Christ's College, Cambridge and a Ph.D. from the Laboratory of Molecular Biology, Cambridge, England. He is a fellow of the Royal Society of London and of Christ's College.

Dr Mohammad Sohail ("Sam") Fazeli, Ph.D. (Independent Non-Executive Director)

Sam Fazeli has served as a member of the Arecor Board of Directors since September 2017 and brings over twenty-one years of experience of conducting equity research as a pharmaceutical analyst, working at firms including Nomura International and HSBC. Currently, he is Director of EMEA Research and Senior Pharmaceutical Analyst at Bloomberg Intelligence in London, where he specialises in global pharmaceuticals.

Prior to joining Bloomberg in 2010, Sam worked at Piper Jaffray, Ltd. as a pharmaceutical analyst and head of European research. Before transitioning to investment banking, he was a research scientist for seven years. Sam has been ranked a top analyst by both the UK and Pan-European Extel surveys.

He holds a degree from Cardiff University, and a Ph.D. in pharmacology from the University of London.

Christine Soden (Independent Non-Executive Director)

Christine Soden is an experienced CFO who brings significant experience in the commercialisation of innovative technology to the Board. She has a strong track record of leading innovative private and public biotechnology, life science and pharmaceutical companies, both private and public.

From 2015-2020 Christine was CFO and Company Secretary of Acacia Pharma Group plc, a public quoted provider of pharmaceutical products designed to improve the outcomes and recovery for surgical patients. Prior to that role, Christine served as CFO and then non-executive Director of AIM-listed Electrical Geodesics, Inc., which was acquired by Philips NV in 2017. Other CFO and finance leadership roles include Optos plc, BTG plc (former FTSE250 constituent), Oxagen Limited and Celltech Chiroscience Group plc, having started her life-sciences career as Financial Controller of Medeva plc.

Christine is a non-executive director of Elementis plc, the Cell and Gene Therapy Catapult, Fertility Focus Limited and Futurenova Limited and has previously served as chair of the audit committee at e-therapeutics plc, an AIM listed technology-based drug discovery platform from 2017 to February 2020 and at Provalis plc, a quoted healthcare business from 2000 to 2005.

Christine is a Chartered Accountant and holds a degree in Mathematics from the University of Durham.

Jeremy Morgan (Independent Non-Executive Director)

Jeremy Morgan is an experienced Pharmaceutical General Manager, having been responsible for product development and market access, as well as commercial strategy development and product launches at a national, regional and global level.

Jeremy was Vice President of Diabetes, International, for Eli Lilly & Company from 2014-2017, leading and developing individuals and teams across Europe, Japan, Canada and Australia and working across functions, geographies and products. From 2018-2019 Jeremy served as Chief Operating Officer at market access and reimbursement specialists PHMR Limited, where he was also Non-Executive Chairman from 2019-2020. He is currently Senior Vice President, Commercial, for Kyowa Kirin International plc.

Jeremy completed a Senior Executive Programme in General Management from London Business School and holds a BSc (Hons) in Applied Biology from Coventry University.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''plans'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations thereon or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors' or the Group's intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Group operates and the general economic outlook.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance, and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward- looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward-looking statements speak only as of the date of this announcement. The Company and Panmure Gordon expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

IMPORTANT NOTICES

This is a financial promotion and is not intended to be investment advice.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Panmure Gordon solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

The distribution of this announcement and the offering, placing and/or issue of the Company's Ordinary Shares in any jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

This announcement should not be distributed, forwarded, transmitted or otherwise disseminated in or into the United States or any of Australia, Canada, Japan or the Republic of South Africa (collectively, the "Restricted Jurisdictions"). This announcement is for information purposes and does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities in the United States or any other jurisdiction. The Company's Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the applicable securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in the United States, absent registration or an applicable exemption from, or except in a transaction not subject to, the registration requirements of the Securities Act and, in each case, in compliance with any applicable securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of the Company's Ordinary Shares in the United States.

In the opinion of the directors of the Company, there is a significant risk of civil, regulatory or criminal exposure to the Company and its directors were the Company's Ordinary Shares to be offered or sold into any of the Restricted Jurisdictions. On this basis, none of the Company's Ordinary Shares have been, or will be, registered under the relevant laws of any state, province or territory of any of the Restricted Jurisdictions. There will be no public offer of the Ordinary Shares in any of the Restricted Jurisdictions or any other jurisdiction where it would be unlawful to do so. Subject to certain limited exceptions, none of the Company's Ordinary Shares may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in, into or within any of the Restricted Jurisdictions or to, or for the account or benefit of, any national, resident or citizen of, or any corporation, partnership or other entity created or organised under the laws of, any Restricted Jurisdiction.

This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA"). To the extent that this announcement does constitute an inducement to engage in any investment activity included within this announcement and any placing of the Company's securities referred to herein if subsequently made is and will only be, directed at and is only being distributed (A) in member states of the European Economic Area to persons who are who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended from time to time (the "Prospectus Regulation"); and (B) in the United Kingdom, to persons who are "qualified investors" within the meaning of Article 2 of the UK version of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and who are also (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) otherwise to persons 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 such persons. Other persons should not rely or act upon this announcement or any of its contents.

This announcement is not a prospectus for the purposes of the Prospectus Regulation or the UK Prospectus Regulation.

This announcement does not contain or constitute, or form part of, any offer or any solicitation of an offer, to sell, buy or subscribe for any shares or other securities referred to herein to any person in any jurisdiction, including any Restricted Jurisdiction or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Nor shall it (or any part of it) or the fact of its dissemination form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.  

Recipients of this announcement who intend to purchase or subscribe for Ordinary Shares in the Company following publication of the final Admission Document are reminded that any such purchase or subscription must only be made solely on the basis of the information contained in the Admission Document (and, if relevant, any supplementary admission document) relating to the Company in its final form.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any future purchase of Ordinary Shares at or about the time of Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement may be subject to change.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. On any sale of an investment an investor may get back less than he or she originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned before making any investment decision. Past performance cannot be relied upon as a guide to future performance.

Panmure Gordon, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. Panmure Gordon will not regard any other person as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Panmure Gordon, nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

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