ARIX BIOSCIENCE PLC — Capital/Financing Update 2018

Feb 28, 2018

Generating Value from Innovation in Healthcare & Life Sciences

28 February 2018

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Prospectus or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, as amended ("FSMA") and specialises in advising on the acquisition of shares and securities.

This document comprises (i) circular for the purposes of the General Meeting convened pursuant to the Notice of General Meeting set out at the end of this document and (ii) prospectus (the "Prospectus") for the purposes of Article 3 of European Union Directive 2003/71/EC, as amended (the "Prospectus Directive") and relates to a placing by Arix Bioscience plc (the "Company") of new ordinary shares in the Company (the "New Ordinary Shares") and has been prepared in accordance with the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and approved by the FCA under section 87A of FSMA. This Prospectus has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares, you should send this Prospectus (but not any personalised Form of Proxy or other personalised document) at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. However, the distribution of this Prospectus and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law. Therefore, persons outside the United Kingdom into whose possession this Prospectus and any accompanying documents come should inform themselves about, and observe, any such restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The Directors, whose names appear on page 45 (the "Directors"), and the Company, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import of such information. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, or any offer or invitation in which such offer or solicitation is unlawful.

The Shareholders and any other person contemplating the acquisition of New Ordinary Shares should read this Prospectus in its entirety. See in "Part II – Risk Factors" for a discussion of certain risks and other factors that should be considered prior to any investment in the Ordinary Shares.

ARIX BIOSCIENCE PLC

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 09777975)

Proposed Firm Placing of 24,444,442 New Ordinary Shares of £0.00001 each

Proposed Placing and Offer for Subscription of up to 20,000,002 New Ordinary Shares of £0.00001 each at 225 pence per New Ordinary Share

and

Notice of General Meeting

Global Coordinator

Jefferies

Joint Bookrunners

Placing Agents WG Partners LLP and LifeSci Capital LLC

The Existing Ordinary Shares are admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. Applications will be made to the United Kingdom Listing Authority ("UKLA") for the New Ordinary Shares to be admitted to the standard listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities (together "Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 20 March 2018.

Jefferies International Limited ("Jefferies" or "Global Coordinator), Stifel Nicolaus Europe Limited ("Stifel") (together the "Joint Bookrunners"), WG Partners LLP ("WG Partners") are authorised and regulated by the FCA in the UK. LifeSci Capital LLC ("LifeSci") is registered as a broker-dealer with the US Securities and Exchange Commission. The Joint Bookrunners, WG Partners and LifeSci (together the "Placing Agents") are acting exclusively for the Company and no one else in connection with the Capital Raising and Admission. The Joint Bookrunners and the Placing Agents will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the contents of this Prospectus, the Capital Raising and Admission or any transaction, arrangement, or other matter referred to in this Prospectus or any matter referred to in it.

A notice to convene the General Meeting to be held at 10.00 a.m. on 16 March 2018 at Brown Rudnick LLP, 8 Clifford Street, London W1S 2LQ is set out at the end of this Prospectus. A Form of Proxy for use in connection with the General Meeting is enclosed with this Prospectus. Whether or not you intend to attend the General Meeting in person, to be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed on it so as to be received by Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, and in any event, by no later than 10.00 a.m. on 14 March 2018. If you hold Existing Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti Limited (CREST participant ID: RA19), so that it is received by no later than 10.00 a.m. on 14 March 2018. The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting at the General Meeting or any adjournment of it, if you wish to do so and are so permitted.

Jefferies Stifel

Notice to overseas shareholders

THE NEW ORDINARY SHARES HAVE NOT BEEN REGISTERED AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE US OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND SUCH OTHER APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE NEW ORDINARY SHARES MAY BE OFFERED AND SOLD ONLY (I) TO (X) "QUALIFIED INSTITUTIONAL BUYERS", AS DEFINED IN RULE 144A OF THE US SECURITIES ACT ("RULE 144A"), WHO ARE ALSO, IN EACH CASE, "QUALIFIED PURCHASERS," AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), FOR PURPOSES OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT AND THE RULES PROMULGATED THEREUNDER, OR (Y) "ACCREDITED INVESTORS" AS DEFINED IN RULE 501(A) OF REGULATION D OF THE US SECURITIES ACT WHO ARE ALSO, IN EACH CASE, QUALIFIED PURCHASERS, IN EACH CASE IN RELIANCE ON AN EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT OR (II) OUTSIDE OF THE UNITED STATES IN RELIANCE UPON REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S") TO NON-US PERSONS IN OFFSHORE TRANSACTIONS. SEE "NOTICE TO INVESTORS" IN "PART XV – NOTICES TO INVESTORS" OF THIS PROSPECTUS.

Purchasers in the US or who are US persons will be required to execute and deliver a US Investor Letter to the Joint Bookrunners and/or the Company, as the case may be. In addition, the Company has not been, and will not be, registered under Investment Company Act. Based on the Company's current business model, the Company expects that it will be a passive foreign investment company within the meaning of Section 1297 of the US Tax Code, or PFIC, for the current taxable year and may continue to be a PFIC in future taxable years. To make a successful QEF Election, a US holder would need an annual QEF information statement which the Company may provide subject to specific request and to certain conditions at the Company's discretion. Please note that at this time the Company has not undertaken any obligation to provide such information to a US holder.

The New Ordinary Shares have not been recommended by any US federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand, United States or South Africa. Subject to certain exceptions, the New Ordinary Shares may not be offered, sold, resold, transferred or distributed directly or indirectly, within, into or in, or for the account or benefit of any national, resident or citizen in Australia, Canada, Hong Kong, Japan, New Zealand, United States, South Africa or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

The distribution of this Prospectus in or into other jurisdictions may be restricted by law and therefore persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. No action has been or will be taken by the Company or the Joint Bookrunners to permit a public offer of the New Ordinary Shares under the applicable securities laws of any jurisdiction. Other than in the UK, no action has been taken or will be taken to permit the possession or distribution of this Prospectus (or any other offer or publicity materials relating to the New Ordinary Shares) in any jurisdiction where action for that purpose may be required or where doing so is restricted by law. Accordingly, neither this Prospectus, nor any advertisement, nor any other offer material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer of, or the solicitation of an offer to subscribe for or purchase any of the New Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Company consents to the use of this Prospectus by the Intermediaries in the UK, the Channel Islands and the Isle of Man on the following terms: (i) in respect of Intermediaries who are appointed by the Company prior to the date of this Prospectus, from the date of this Prospectus, and (ii) in respect of Intermediaries who are appointed by the Company after the date of this Prospectus, from the date on which they are appointed to participate in the Offer for Subscription, in each case until the closing of the Placing. The consent to use this Prospectus is conditional upon compliance by the Intermediary with the Intermediaries Terms and Conditions and the appointment of such Intermediary not having been terminated by the Company. The Company accepts responsibility for the information contained in this Prospectus with respect to any purchaser of or subscriber for New Ordinary Shares pursuant to the Capital Raising. Any Intermediary that uses this Prospectus must state on its website that it uses this Prospectus in accordance with the Company's consent.

If an Intermediary makes an offer to a retail investor, that Intermediary shall provide to such retail investor at the time the offer is made (i) a copy of the Prospectus or a hyperlink from which the Prospectus may be obtained, and (ii) the terms and conditions of the relevant offer made by the Intermediary to the retail investor. Any application made by the Underlying Applicants to any Intermediary is subject to the terms and conditions which apply to the transaction between such Underlying Applicants and such Intermediary to be provided at the time of the offer by the relevant Intermediary.

It should be noted that the UKLA will not have authority to (and will not) monitor the Company's compliance with any of the Listing Rules and/or any provision of the UK Corporate Governance Code which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply.

This Prospectus is dated 28 February 2018.

TABLE OF CONTENTS

PART I	SUMMARY	6
PART II	RISK FACTORS	15
PART III	IMPORTANT INFORMATION, EXPECTED TIMETABLE AND CAPITAL RAISING STATISTICS	34
PART IV	DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS	45
PART V	LETTER FROM THE CHAIRMAN OF ARIX BIOSCIENCE	47
PART VI	INFORMATION ON THE GROUP	55
	1. OVERVIEW	55
	2. MARKET OPPORTUNITY	56
	3. BUSINESS STRATEGY	59
	4. BUSINESS MODEL	61
	5. DEVELOPMENT OF THE GROUP	65
	6. KEY STRENGTHS	78
	7. COMPETITIVE ENVIRONMENT	80
	8. REASONS FOR THE CAPITAL RAISING AND USE OF PROCEEDS	80
	9. CURRENT TRADING	80
	10. MANAGEMENT INCENTIVISATION AND EMPLOYEES	81
	11. DIVIDEND POLICY	81
PART VII	DIRECTORS AND CORPORATE GOVERNANCE	83
	1. THE DIRECTORS	83
	2. THE FOUNDERS	83
	3. CORPORATE GOVERNANCE	83
	4. BOARD COMMITTEES	84
	5. CONFLICTS OF INTEREST	85
PART VIII	OPERATING AND FINANCIAL REVIEW	87
	1. INTRODUCTION	87
	2. SIGNIFICANT FACTORS AFFECTING RESULTS OF OPERATIONS AND OUTLOOK	87
	3. FINANCIAL REVIEW, RESULTS OF OPERATIONS AND KEY PERFORMANCE	90
PART IX	CAPITALISATION AND INDEBTEDNESS	92
	1. CAPITALISATION	92
	2. INDEBTEDNESS	92
	3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT FINANCIAL RISKS	92
PART X	HISTORICAL FINANCIAL INFORMATION	94

PART XI	UNAUDITED FINANCIAL INFORMATION FOR THE SIX MONTHS ENDED 30 JUNE 2017	95
PART XII	DETAILS OF THE CAPITAL RAISING	96
	1. DESCRIPTION OF THE CAPITAL RAISING	96
	2. TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING	97
	3. THE TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION	100
	4. ISA, SSAS and SIPP	112
	5. SELLING RESTRICTIONS	112
	6. MISCELLANEOUS	112
	7. DEALING ARRANGEMENTS	113
	8. CREST	113
	9. PLACING AGREEMENT	114
	10. LOCK-UP ARRANGEMENTS	114
PART XIII	TAXATION	115
	1. DIVIDENDS	115
	2. CHARGEABLE GAINS	116
	3. UK STAMP DUTY AND STAMP DUTY RESERVE TAX ("SDRT")	117
PART XIV	ADDITIONAL INFORMATION	123
	1. RESPONSIBILITY	123
	2. THE COMPANY	123
	3. SHARE CAPITAL	128
	4. ARTICLES OF ASSOCIATION	133
	5. DIRECTORS' CONFIRMATIONS	141
	6. DIRECTORS' INTERESTS	142
	7. DIRECTORS	142
	8. MAJOR SHAREHOLDERS AND OTHER INTERESTS	150
	9. PENSION ARRANGEMENTS	150
	10. EMPLOYEES AND PROPERTY	151
	11. RELATED PARTY TRANSACTIONS	151
	12. WORKING CAPITAL	151
	13. SIGNIFICANT CHANGE	151
	14. LITIGATION	152
	15. CITY CODE	152
	16. THE DISCLOSURE GUIDANCE AND TRANSPARENCY RULES	153
	17. MATERIAL CONTRACTS	153
	18. INCENTIVE SCHEMES	167
	19. INTERMEDIARIES TERMS AND CONDITIONS	176
	20. ACCOUNTS AND ANNUAL GENERAL MEETINGS	178
	21. ENVIRONMENTAL ISSUES	178

	22. ISSUES OF NEW SHARES	178
	23. INTERMEDIARIES	178
	24. GENERAL	178
	25. OTHER INFORMATION	179
	26. AVAILABILITY OF THIS PROSPECTUS	179
	27. DOCUMENTS FOR INSPECTION	179
P.ART XV	NOTICES TO INVESTORS	180
	1. GENERAL	180
	2. FOR THE ATTENTION OF EEA INVESTORS	180
	3. FOR THE ATTENTION OF UK INVESTORS	181
	4. FOR THE ATTENTION OF US INVESTORS	181
	5. RESTRICTIONS ON PURCHASERS OF NEW ORDINARY SHARES THAT ARE IN THE US OR ARE US PERSONS
	(WHEREVER LOCATED)	182
PART XVI	DEFINITIONS	190
	PART XVII NOTICE OF GENERAL MEETING	198

PART I

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A-E (A.1-E.7).

This summary contains all the elements required to be included in a summary for this type of securities and issuer. Because some elements are not required to be addressed, there may be gaps in the numbering sequence of the elements.

Even though an element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the element. In this case a short description of the element is included in the summary with the mention of "not applicable".

		SECTION A – INTRODUCTION AND WARNINGS
A.1	Introduction and warnings to	This summary should be read as an introduction to this Prospectus. Any decision to invest in the New Ordinary Shares should be based on consideration of this Prospectus as a whole by the Investor.
	Investors	Where a claim relating to the information contained in this Prospectus is brought before a court the claimant Investor might, under the national legislation of the EEA State, have to bear the costs of translating this Prospectus before legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled this Summary including any translation thereof but only if this Summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid Investors when considering whether to invest in the New Ordinary Shares.
A.2	Consent of Intermediaries	The Company consents to the use of this Prospectus by the Intermediaries in the UK, the Channel Islands and the Isle of Man on the following terms: (i) in respect of Intermediaries who are appointed by the Company prior to the date of this Prospectus, from the date of this Prospectus, and (ii) in respect of Intermediaries who are appointed by the Company after the date of this Prospectus, from the date on which they are appointed to participate in the Offer for Subscription, in each case until the closing of the Placing. The consent to use this Prospectus is conditional upon compliance by the Intermediary with the Intermediaries Terms and Conditions and the appointment of such Intermediary not having been terminated by the Company. The Company accepts responsibility for the information contained in this Prospectus with respect to any purchaser of or subscriber for New Ordinary Shares pursuant to the Capital Raising. Any Intermediary that uses this Prospectus must state on its website that it uses this Prospectus in accordance with the Company's consent.
		If an Intermediary makes an offer to a retail investor, that Intermediary shall provide to such retail investor at the time the offer is made (i) a copy of the Prospectus or a hyperlink from which the Prospectus may be obtained, and (ii) the terms and conditions of the relevant offer made by the Intermediary to the retail investor. Any application made by the Underlying Applicants to any Intermediary is subject to the terms and conditions which apply to the transaction between such Underlying Applicants and such Intermediary to be provided at the time of the offer by the relevant Intermediary.

		SECTION B – ISSUER
B.1	Legal and commercial name	The legal and commercial name of the issuer is Arix Bioscience plc.
B.2	Domicile and legal form, applicable legislation and country of incorporation	The Company was incorporated with limited liability under the laws of England and Wales on 15 September 2015 with registered number 09777975 as a private company limited by shares under the Companies Act 2006, and re-registered as a public limited company on 19 September 2016. The Company's registered office is in England and Wales and it is domiciled in the UK. The Company operates under the Companies Act 2006 and it is subject to the City Code.
B.3	Current operations, principal activities and markets	Arix Bioscience is a global healthcare and life science company focused on generating value from the development and commercialisation of innovative technologies and discoveries. The Company was formed in response to opportunities in the healthcare and life science sector brought by the growing number of new therapies and technologies, driven by scientific innovation. Such innovation is increasingly led by small innovative businesses, and the Company's aim to provide a solution to the volatility of the funding market available to such businesses, as well as providing strategic and operational direction. Simultaneously, the unique combination of the experience and skill-set of the Company's Senior Leadership Team enables the Company to take advantage of the opportunities afforded by these market developments.

		The Company's business model is to source, finance and develop high quality healthcare and life science businesses globally that deliver or seek to deliver innovative technologies and discoveries to patients. Combining its broad access to innovative science, the collective internal management experience and appropriate capital discipline, the Company believes that it is well placed to generate significant value in the innovative healthcare and life science businesses with which it partners ("Group Businesses").
		The Company sources breakthrough technologies and innovations as follows:
		Personal and Professional Network: the Senior Leadership Team, along with other Directors ● and key personnel of the Group, brings high quality and extensive networks of personal, professional and industry contacts (including an extensive network of scientists and key opinion leaders in medicine both inside and outside pharmaceutical corporates);
		Research accelerators such as Biomotiv and Lead Discovery Centre GmbH ("LDC") provide ● the Company with a consistent, "renewable" source of opportunities:
		– BioMotiv: The Company has privileged access to innovations from leading US institutions and universities through BioMotiv, which partners with the Harrington Discovery Institute, a not-for-profit organisation;
		– LDC: The Company has entered into a strategic partnership agreement with LDC enabling it to obtain access to a range of opportunities in German universities. LDC was jointly developed by Max Planck Innovation GmbH and the Max Planck GesellschaftzurFörderung der Wissenschaftene.V.; and
		Academia: privileged agreements with leading universities and other academic and research ● institutions in developed countries around the world provide direct access to innovative technologies, ahead of third parties;
		Major pharmaceutical companies: The Company takes advantage of the strategic agreements ● entered into between the Group and each of, UCB S.A., Takeda Ventures, Inc., Fosun Industrial Holdings Limited and Ipsen Pharma SAS to obtain access to new opportunities;
		Fund managers: The Company maintains contractual relationships with, or acquire interests ● in, fund managers who can provide the Group a source of innovative opportunities to be developed as potential Group Businesses, such as Arthurian Life Sciences.
		The Company supports Group Businesses while maintaining appropriate capital discipline within an operationally efficient model. Accordingly, the Company provides scale-up working capital to its Group Businesses at various stages when there is a compelling clinical or commercial rationale for so doing.
		Inherent in the Company's commercialisation strategy is a belief that realisation of Group Businesses should not be attempted until significant value has been achieved. The Company's business strategy in relation to the realisation of value from its Group Businesses is not defined or restricted by any specific timeline, the amount of working capital allocated to any Group Business or a requirement to spread financial risks. The development time of each technology or discovery varies enormously in the healthcare and life science industry, particularly if regulatory approvals need to be secured before the product can reach the market, and accordingly, the Company utilises a range of avenues for value realisation, including, but not limited to, commercial revenues, initial public offering trade sales (in whole or in part), licensing arrangements, joint ventures or return on equity from continued ownership of profitable Group Businesses.
B.4a	Significant trends	There are no known significant trends, uncertainties, demands, commitments or events that had or are reasonably likely to have a material effect on the Group's prospects for the current financial year.
B.5	Description of the Issuer's group	The Company has the following seven wholly-owned (directly or indirectly) subsidiaries: 1. Arix Bioscience Holdings Limited (shares transferred on 29 September 2015) 2. Arthurian Life Sciences GP Limited (acquired on 21 December 2015) 3. Arix Bioscience, Inc. (incorporated on 22 December 2015) 4. Arthurian Life Sciences Limited (acquired on 8 July 2016) 5. Arthurian Life Sciences SPV GP Limited (acquired on 8 July 2016) 6. Arix Bioscience Pty Ltd. 7. ALS SPV Limited There are no other group companies. Arthurian Life Sciences GP Limited is the general partner in the Arthurian Life Sciences Carried Interest Partner L.P. Arthurian Life Sciences Limited is the limited partner of Arthurian Life Sciences Carried Interest Partner L.P., incorporated in England and Wales. Arthurian Life Sciences SPV GP is the general partner in Wales Life Sciences Investment Fund L.P. * Arix Bioscience Pty Ltd. was incorporated on 16 September 2016 as a wholly-owned subsidiary of ALS and has never traded.
		* ALS SPV Limited is a limited partner in WLSIF.

the Latest of issued immediately Practicable Ordinary following	Percentage of issued Ordinary
Person with interest Date Shares+ Admission++	Shares++
LF Woodford Equity Income Fund, a sub
fund of LF Woodford Investment Fund and Woodford Patient Capital Trust PLC* 29,538,005 30.7% 31,760,228	22.6%
C Chipperton** 10,432,914 10.9% 10,432,914	7.4%
Takeda Ventures, Inc. 4,830,917 5.0% 7,497,583***	5.3%
UCB Ventures S.A. 3,869,902 4.0% 5,647,679*** + The figures set out in this column in the table above are inclusive of the Restricted Shares held by C Evans (directly and	4.0%
indirectly) and C Chipperton. ++ The figures set out in this column of the table are inclusive of the Restricted Shares. These figures assume full take up
of the Capital Raising.
* LF Woodford Equity Income Fund and Woodford Patient Capital Trust PLC hold their interest through NorTrust Nominees Limited.
** C Chipperton holds 10,432,914 Ordinary Shares representing 10.9 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date of which 2,980,608 Ordinary Shares are Restricted Shares in accordance with the terms of the Restrictive Share Agreement.
*** These figures include the New Ordinary Shares to be issued pursuant to the Firm Placing.
B.7 Selected The selected financial information set out below has been extracted without material historical key adjustment from Historical Financial Information relating to the Arix Group for the period from financial 15 September 2015 to 31 December 2016 and for the six months ended 30 June 2017.
information Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2017
Period
Ended	15 Sept 2015
31 December 2016 2017	to 30 June 2016
£'000 £'000	£'000
Change in fair value of investments 1,354 (218)	785
Revenue 635 574	5
Administrative Expenses (10,293) (5,355) –––––––––– ––––––––––	(3,601) ––––––––––
Loss before exceptional items and
share based payment charge (8,304) (4,999)	(2,811)
Net finance income 26 (6)	25
Exceptional gain 3,962 –	3,962
Exceptional costs (596) –	(596)
Foreign exchange (losses)/gains 97 (43) Share-based payment charge (4,712) (1,761)	50 (3,433)
–––––––––– –––––––––– Loss before taxation (9,527) (6,809)	–––––––––– (2,803)
Taxation 692 126 –––––––––– ––––––––––	– ––––––––––
Loss for the period (8,835) (6,683) –––––––––– ––––––––––	(2,803) ––––––––––
Other Comprehensive Income
Exchange differences on translating foreign operations 434 (446)	139
Total comprehensive loss for the period (8,401) (7,129)	(2,664)
Attributable to owners of Arix Bioscience plc (8,401) (7,129)	(2,664)
–––––––––– –––––––––– Basic and diluted earnings	––––––––––
per share (p) (0.36) (0.10) –––––––––– –––––––––– –––––––––– ––––––––––	(0.15) –––––––––– ––––––––––

	Consolidated Statement of Financial Position As at 30 June 2017
			30 June 2017 £'000	31 Dec 2016 £'000
	ASSETS
	Non-Current Assets
	Investments held at fair value Intangible assets		35,883 2,200	17,115 2,344
	Property, plant and equipment		632	750
			–––––––––––– 38,715	–––––––––––– 20,209
	Current Assets Cash and cash equivalents		108,150	28,929
	Trade and other receivables		1,966 ––––––––––––	3,262 ––––––––––––
			110,116	32,191
	TOTAL ASSETS		148,831 ––––––––––––	52,400 ––––––––––––
	LIABILITIES
	Current liabilities
	Trade and other payables Deferred tax liability		(2,564) (119)	(5,791) (280)
			–––––––––––– (2,683)	–––––––––––– (6,071)
	TOTAL LIABILITIES		(2,683) ––––––––––––	(6,071) ––––––––––––
	NET ASSETS		146,148 –––––––––––– ––––––––––––	46,329 –––––––––––– ––––––––––––
	EQUITY
	Share capital and share premium		105,238	51
	Retained earnings Other reserves		40,938 (28)	45,844 434
			–––––––––––– 146,148	–––––––––––– 46,329
	TOTAL EQUITY		–––––––––––– 146,148	–––––––––––– 46,329
			–––––––––––– ––––––––––––	–––––––––––– ––––––––––––
	Consolidated Statement of Cash Flows For the six months ended 30 June 2017
		Period
		Ended 31 December		15 Sept 2015 to 30 June
		2016	2017	2016
		£'000	£'000	£'000
	Cash from operating activities		(6,471)	(3,725)
	Taxation paid Net finance expenses paid		(33) (6)	– 25
	Net cash from operating activities	–––––––––– (7,457)	–––––––––– (6,510)	–––––––––– (3,700)
	Cash flows from investing activities	––––––––––	––––––––––	––––––––––
	Purchase of equity investments	(12,385)	(19,455)	(5,807)
	Purchase of property, plant and equipment	(888)	(1)	(772)
	Acquisition of subsidiaries, net of cash & other assets	(359)	–	221
	Net cash from investing activities	–––––––––– (13,632)	–––––––––– (19,456)	–––––––––– (6,358)
	Cash flows from financing activities	––––––––––	––––––––––	––––––––––
	Net proceeds from issue of shares	50,018 ––––––––––	105,187 ––––––––––	50,017 ––––––––––
	Net cash from financing activities	50,018 ––––––––––	105,187 ––––––––––	50,017 ––––––––––
	Net increase in cash and cash equivalents	28,929 ––––––––––	79,221 ––––––––––	39,959 ––––––––––
	Cash and cash equivalents at start of period	– ––––––––––	28,929 ––––––––––	– ––––––––––
	Cash and cash equivalents at end of period	28,929 –––––––––– ––––––––––	108,150 –––––––––– ––––––––––	39,959 –––––––––– ––––––––––

		Certain significant changes to the Company's financial condition and operating results occurred as follows:
		● During the period under review:
		− On 22 February 2017, the Group was admitted to the standard listing segment of the Official List of the UKLA and to London Stock Exchange plc's Main Market for listed securities, with gross capital of £100.0 million raised.
		− On 20 March 2017, the Group partially exercised the Over-Allotment Option available to it following its listing, with gross capital of £12.7 million raised.
		− On 19 May 2017, Arix Holdings led the \$65 million Series B financing round for Iterum Therapeutics Limited, investing and committing a total of £9.4 million for a fully diluted equity interest of 8.4 per cent. and a seat on the Board of Directors.
		− On 25 May 2017, Arix US co-led the \$45 million Series B financing round for Harpoon Therapeutics, Inc., investing and committing a total of £8.5 million for a fully diluted equity interest of 12.4 per cent. and a seat on its board of directors.
		− On 22 June 2017, Arix US participated in the \$20 million Series A financing round for Mitoconix Bio Limited, investing and committing a total of £3.1 million for a fully diluted equity interest of 9.0 per cent. and a position of observer to its board of directors.
		− On 28 June 2017, Arix US led the \$45 million Series B financing round for LogicBio Therapeutics, Inc., investing and committing a total of £7.9 million for a fully diluted equity interest of 15.4 per cent. and a seat on its board of directors.
		● Following the period under review:
		− On 27 July 2017, Arix Holdings co-led the \$29 million Series A financing round for PreciThera, Inc., investing and committing a total of £6.1 million for a fully diluted equity interest of 23.4 per cent. and a seat on its board of directors.
		− On 2 August 2017, Arix US participated in the \$67 million Series C financing round for Amplyx Pharmaceuticals, Inc., investing and committing a total of £4.7 million for a fully diluted equity interest of 3.8 per cent. and a position of observer to its board of directors.
		− On 4 December 2017, Arix Holdings led the \$30 million Series F financing round for Atox Bio, Inc. investing and committing a total of £6.2 million for a fully diluted equity interest of 6.4 per cent. and a seat on its board of directors.
		− On 20 December 2017, Arix Holdings co-led the \$30 million Series C financing round for Aura Biosciences, Inc. investing and committing a total of \$5 million for a fully diluted equity interest of 6.6 per cent. and a seat on its board of directors.
B.8	Selected key pro forma financial information	Not applicable.
B.9	Profit forecast or estimate	Not applicable. No profit forecasts or estimate are made or included in this Prospectus.
B.10	Audit report – qualifications	Not applicable. There are no qualifications in the report from PricewaterhouseCoopers LLP on the historical financial information incorporated by reference in this Prospectus.
B.11	Explanation in respect of insufficient working capital	Not applicable. The Company is of the opinion that the working capital available to the Group is sufficient for the Group's present requirements, that is, for at least the 12 months from the date of this Prospectus.

		SECTION C – SECURITIES
C.1	Type and class of the securities being offered and admitted to trading including the security identification number	There are up to 44,444,444 New Ordinary Shares available to Investors under the Firm Placing, the Placing and the Offer for Subscription at the Offer Price of 225 pence per New Ordinary Share. All of the New Ordinary Shares under the Capital Raising will be issued at the Offer Price which will be payable in full. The estimated Net Proceeds are approximately £95 million provided that the Placing and Offer for Subscription are fully subscribed. The total expenses incurred (or to be incurred) by the Company are up to approximately £5 million. No expenses will be charged by the Company to any Investor who subscribes for New Ordinary Shares pursuant to the Placing. The ISIN of the Ordinary Shares is GB00BD045071 and the SEDOL of the Ordinary is BD04507.
C.2	Currency of the securities issue	The Ordinary Shares are denominated in UK Pounds Sterling and the subscription price paid is UK Pounds Sterling.
C.3	Issued share capital and value per share	The Company intends to raise gross proceeds of approximately £100 million (approximately £95 million Net Proceeds) in the Capital Raising by way of a Firm Placing of 24,444,442 New Ordinary Shares, Placing and Offer for Subscription issuing up to 20,000,002 New Ordinary Shares at an issue price of 225 pence per New Ordinary Share at nominal value of £0.00001 per share.

C.4	Rights attached to the securities	Shareholders will have the right to receive notice of and to attend and vote at any meetings of members. Each Shareholder entitled to attend and being present in person or by proxy at a meeting will, upon a show of hands, have one vote and upon a poll each such Shareholder present in person or by proxy will have one vote for each Share held by him.
		In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the holders stand in the register of members in respect of the joint holding.
		The Company must hold an annual general meeting each year in addition to any other general meetings held in the year. The Directors can call a general meeting at any time. All members who are entitled to receive notice under the Articles must be given notice.
		Subject to the Companies Act 2006, the Company may, by ordinary resolution, declare dividends to be paid to members of the Company according to their rights and interests in the profits of the Company available for distribution, but no dividend shall be declared in excess of the amount recommended by the Board.
		On a voluntary winding-up of the Company, the liquidator may, with the sanction of a special resolution of the Company and subject to the Companies Act 2006 and the Insolvency Act l986 (as amended), divide among the Shareholders in specie the whole or any part of the assets of the Company, or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, shall determine.
C.5	Restrictions on transferability	Subject to the Articles, the Directors can refuse to register the transfer of any shares which are not fully paid.
		The shares are in registered form. Any shares in the Company may be held in uncertificated form and, unless the Articles say otherwise, a Shareholder may transfer some or all of his uncertificated shares through CREST.
		Unless the Articles say otherwise, a Shareholder may transfer some or all of his certificated shares. The transfer must be either in the usual standard form or in any other form which the Directors may approve. The share transfer form must be signed or made effective in some other way by or on behalf of the person making the transfer. The person transferring the shares will continue to be treated as a Shareholder until the name of the person to whom it is transferred is put on the register for that share.
		The Directors can refuse to register the transfer of any shares which are not fully paid. The Directors may also refuse to register the transfer of any shares in the following circumstances.
		Certificated shares
		(A) A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form.
		(B) Transfers may not be in favour of more than four joint holders.
		(C) The share transfer form must be properly stamped or certified or otherwise shown to the Directors to be exempt from stamp duty and must be accompanied by the relevant share certificate and such other evidence of the right to transfer as the Directors may reasonably require.
		Uncertificated shares
		(A) Registration of a transfer of uncertificated shares which is in favour of more than four persons jointly can be refused in the circumstances or in any other circumstance permitted by the uncertificated securities regulations as defined under the Articles (subject to any relevant requirement to the extent applicable of the LSE).
		The Directors may refuse to register a transfer of any certificated shares by a person with a 0.25 per cent. or greater holding of the existing capital (calculated excluding any shares held as treasury shares) if such a person has failed to provide the Company with information concerning interests in those shares required to be provided under the legislation unless the Directors are satisfied that they have been sold outright to an independent third party.
		No transfer of Ordinary Shares in certificated form will be registered if, in the reasonable determination of the Directors, the transferee is or may be a Prohibited Person, or is or may be holding such Ordinary Shares on behalf of a beneficial owner who is or may be a Prohibited Person. In addition, if the Directors become aware that any Ordinary Shares are owned directly or beneficially by a Prohibited Person, the Directors may give notice to such person requiring such person either: (i) to provide the Directors within 30 days of receipt of such notice with sufficient documentary evidence to satisfy the Directors that such person is not a Prohibited Person; or (ii) to sell or transfer his Ordinary Shares to a person who is not a Prohibited Person within 30 days and within such 30 days to provide the Directors with satisfactory evidence of such sale or transfer. Where condition (i) or (ii) is not satisfied within 30 days after the serving of the notice, the Directors are entitled to arrange for the sale of the relevant Ordinary Shares on behalf of the registered holder. If the Company cannot effect a sale of the relevant Ordinary Shares within five Business

		Days of its first attempt to do so, the registered holder will be deemed to have forfeited his Ordinary Shares. Notwithstanding the foregoing, prior to any transfer of Ordinary Shares, the Company may require the intended transferee thereof to represent and warrant, in such form as is acceptable to the Company, in its sole and absolute discretion, that such intended transferee (i) is not, and shall not be a Prohibited Person as of the time of transfer and (ii) in the event that such intended transferee subsequently becomes a Prohibited Person, and does not notify the Company, in writing, within five (5) Business Days of such change in status, such intended transferee will be deemed to have forfeited his Ordinary Shares effective immediately upon the expiration of such period.
		If the ownership of Ordinary Shares by a person will or may result in the Company's assets being deemed to constitute "plan assets" under the Plan Asset Regulation, as modified by Section 3(42) of ERISA, the Ordinary Shares of such person will be subject to the terms of the immediately preceding paragraph.
C.6	Application for admission to trading on a regulated market	Application will be made to the FCA for all of the New Ordinary Shares to be admitted to the standard listing segment on the Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 20 March 2018.
C.7	Dividend policy	The Group is primarily seeking to achieve capital growth for its Shareholders.
		It is the Board's intention during the current phase of the Group's development to retain the Group's earnings, to the extent any are generated, for the foreseeable future to finance growth and expansion and for investment in the infrastructure of Group Businesses.
		The Directors do not anticipate declaring any dividends in the foreseeable future but may recommend dividends at some future date, depending upon the realisation of profits and the Group's financial position, when it becomes commercially prudent to do so.
		The Board can give no assurance that it will pay any dividends in the future, nor, if a dividend is paid, what the amount of such dividend will be.

		SECTION D – RISKS
D.1	Key information on the key risks that are specific to the issuer	The Company is a relatively new company with limited operating results, having commenced ● operations in December 2015. Therefore Investors have a limited basis on which to evaluate the Company's ability to achieve its objective of sourcing opportunities, financing and developing its Group Businesses.
		The Company and the Group Businesses depend on key personnel and the loss of such ● personnel could have a material adverse effect on the Group.
		The Group may fail to identify or fail to be a preferred partner of the most promising new ● technologies in the healthcare and life science sector markets where competition for technology access is strong.
		Failure or delay in completing clinical studies for any Group Businesses' products may prevent ● it from obtaining regulatory approval on a timely basis, or at all, which would require the Group to incur additional costs and would delay or prevent receipt of any product revenue, or prevent commercialisation of products of such Group Businesses.
		The intellectual property licences of Group Businesses may become, or be found to be, invalid ● or obsolete or uneconomical.
		The Company's ability to realise value from equity holdings in a Group Business may be ● restricted by only holding a minority interest.
		The Group may not be successful in forming relationships with additional universities or ● research institutions and existing university relationships may end.
		Key risks specific to the Company's industry
		The market's demand for funding of early-stage companies may impact the Company's ability ● to realise equity returns.
		The Group may require additional financing in the long term and there is no guarantee that ● it will be able to obtain such funding on commercially acceptable terms or at all.
		The Company may face competition, including from organisations with access to greater ● capital within the industry sector.
		The Group is subject to risks associated with developments in the healthcare and life science ● sector. The success of the Group Businesses is principally based on the ability to successfully identify, develop and take to market viable products in the healthcare and life science sector. The Company cannot be certain that such successful outcome is possible. An inability to carry out business in the healthcare and life science sector on this basis could have a material adverse effect on the business, financial condition, future trading performance and prospects of such Group Business. The healthcare and life science sector is characterised by rapid technological changes, frequent new product introductions and enhancements and evolving industry standards as a result of which the Group Businesses may encounter unforeseen operational, technical and other challenges.

		Changes in legislation and policy may impact the resources and technology available to the ● Group.
		There may be unforeseen changes in the laws and regulations upon which public monies are ● made available to universities, research institutions or relevant organisations. There may also be changes in law or regulation which impact the operations of the Group or Group Businesses.
D.3	Key information on the key risks that are specific to the securities	A Standard Listing affords less regulatory protection than a Premium Listing, which may ● have an adverse effect on the valuation of the Ordinary Shares.
		The payment of dividends by the Company to Shareholders is highly dependent upon any ● dividends and profits that it receives from its Group Businesses.
		The value of the New Ordinary Shares and any income received from them, can go down as ● well as up and Investors may receive less than their original investment.
		There are restrictions on the ability to resell the New Ordinary Shares in the United States, ● and the Company does not intend to file a registration statement with respect to the Ordinary Shares.
		There is no guarantee that the Company will be able to migrate to a premium listing on the ● Official List of the UKLA and to trading to the Main Market of the London Stock Exchange and no assurance is given by the Directors or the Company that a premium listing will be forthcoming at any time in the future.

	SECTION E – CAPITAL RAISING
E.1	Total net proceeds and estimate of total expenses of the issue/Capital Raising, including estimated expenses charged to investors	The Company intends to raise gross proceeds of up to £100 million through the Capital Raising. Assuming the maximum number of New Ordinary Shares are issued pursuant to the Capital Raising, the estimated Net Proceeds are approximately £95 million and the total expenses incurred (or to be incurred) by the Company in connection with Admission are up to approximately £5 million (inclusive of amounts in respect of VAT). No expenses will be charged by the Company to any Investor who subscribes for New Ordinary Shares pursuant to the Capital Raising.
E.2	Reasons for the Capital Raising and use of	The Company applies a cash reserve policy which means that all financial and existing contingent commitments relating to existing Group Businesses are met from existing cash reserves. The Company intends to utilise the Net Proceeds for:
	proceeds	acquiring interests in new Group Businesses; and ●
		providing funding to support the expansion of its existing and new Group Businesses in the ● healthcare and life science sector, in excess of current contingent commitments.
		The extent to which the Company applies the Net Proceeds to each of the above purposes will depend on the amount of the Net Proceeds which, as the Capital Raising is not being underwritten, is not known at the date of this Prospectus. The Capital Raising and Admission is not subject to a minimum amount of Net Proceeds.
E.3	Terms and conditions of the Capital Raising	There are up to 44,444,444 New Ordinary Shares available to Investors under the Capital Raising at the Offer Price of 225 pence per New Ordinary Share. All of the New Ordinary Shares under the Capital Raising will be issued at the Offer Price which will be payable in full.
		The Capital Raising comprises a Firm Placing, Placing and Offer for Subscription. The Offer for Subscription is being made in the United Kingdom, the Channel Islands and the Isle of Man. The final number of New Ordinary Shares allocated pursuant to the Placing and the Offer for Subscription will be decided at the absolute discretion of the Company, after consultation with the Joint Bookrunners after the closing date for applications. Applications under the Offer for Subscription must be for a minimum subscription amount of £1,000 and thereafter in multiples of £100.
		The Joint Bookrunners have agreed, subject to certain conditions, to use reasonable endeavours to procure Investors to subscribe for New Ordinary Shares to be issued by the Company under the Capital Raising.
		It is expected that Admission will take place and dealings in the New Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 20 March 2018. This date and time may change.
		It is intended that settlement of New Ordinary Shares allocated to Investors will take place by means of crediting Ordinary Shares to relevant CREST stock accounts on Admission. Temporary documents of title will not be issued. Dealings in advance of crediting of the relevant CREST stock account shall be at the risk of the person concerned.

		The Capital Raising is conditional on the satisfaction of conditions contained in the Placing Agreement which are customary for transactions of this type, including Admission becoming effective by no later than at 8.00 a.m. on 20 March 2018 (or such later time as may be determined in accordance with the terms of the Placing Agreement) and the Placing Agreement not having been terminated on Admission. Certain conditions are related to events which are outside the control of the Company and the Joint Bookrunners. None of the New Ordinary Shares under the Capital Raising may be offered for subscription, sale
		or purchase or be delivered, or be subscribed, sold or delivered, and this Prospectus and any other offering material in relation to the New Ordinary Shares may not be circulated, in any jurisdiction (including, without limitation, the US) where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration.
E.4	Interests material to the issue/Capital Raising, including conflicting interests	Other than as disclosed in Section B.6 above, there are no interests, including conflicting interests, that are material to the Capital Raising.
E.5	Name of the	Not applicable. No person or entity is offering to sell the relevant securities.
offerors/Lock-up agreements		The Ordinary Shares allotted to each of the Non-Executive Directors at the IPO and following the last annual general meeting of the Company are subject to lock-up restrictions for a period of three years from the date of the relevant Non-Executive Director's letter of appointment.
E.6	Dilution	Existing Shareholders who do not participate in the Capital Raising will suffer a dilution of approximately 31.6 per cent. to their shareholding in the Company, assuming the maximum number of New Ordinary Shares are issued under the Capital Raising.
E.7	Estimated	No expenses will be charged to the Investors.
	expenses charged to investors by the Company	Any expenses incurred by an Intermediary are for its own account. The Intermediaries are not permitted to charge any fees, charges or commissions to underlying applicants for making an application for shares through the Offer for Subscription.

PART II

RISK FACTORS

Prospective investors should note that any investment in the New Ordinary Shares would be subject to a number of risks. Prior to investing in the New Ordinary Shares, prospective investors should therefore consider carefully the factors and risks associated with any investment in the New Ordinary Shares, the Group's business and the healthcare and life science industry in which it operates and invests, and intends to operate and invest, together with all other information contained in this Prospectus including, in particular, the risk factors described below. Additional risks and uncertainties that are not currently known to the Group, or that it currently deems immaterial, may also have an adverse effect on the Group's business, financial condition and operating results. If this occurs the price of the Ordinary Shares may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the New Ordinary Shares is suitable for them in light of the information in this Prospectus and their personal circumstances.

Prospective investors should note that the risks relating to the Company, its industry and the Ordinary Shares summarised in this Part II of the Prospectus are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the New Ordinary Shares. However, as the risks which the Company faces relate to events and depend on circumstances that, may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in this Part II of the Prospectus but also, among other things, the risks and uncertainties described below.

The following is not an exhaustive list or explanation of all risks that prospective investors may face when making an investment in the New Ordinary Shares.

RISKS RELATING TO THE BUSINESS OF THE GROUP

The Company has a limited operating history

The Company is a relatively new company with limited operating results having commenced operations in December 2015. Therefore, investors have a limited basis on which to evaluate the Company's ability to achieve its objective of sourcing opportunities, financing and developing its Group Businesses.

The Company and the Group Businesses depend on key personnel and the loss of such personnel could have a material adverse effect on the Group

The industries in which the Group operates are specialised areas and the Group therefore requires highly qualified and experienced employees. Should the Company fail to retain or replace the necessary highly skilled personel, this may limit its ability to commercialise technology and generate revenue from Group Businesses. There is a risk that the employees of the Group or a Group Business may be approached and solicited by competitors or other scientific and technology-based companies or organisations, or decide to leave the Group or a Group Business for other reasons. The loss of key personnel or inability to attract qualified personnel could have a material adverse effect on the Group's business, financial condition, future trading performance and prospects.

In addition, attention is drawn to the fact that the Directors have, or may come to have, other fiduciary obligations, including to other companies on whose board of directors they currently sit or to other companies whose board of directors they may join in the future. To the extent that they identify business opportunities that may be suitable for the Group as well as for other companies on whose board of directors they may sit, the Directors may choose to present certain opportunities that come to their attention in the performance of their duties as directors of such other entities to those entities instead of the Company. In such event, the Group may only be able to evaluate such opportunities if the other companies have declined (or are unable) to accept them and therefore may miss a potential opportunity to acquire an interest should such opportunity be advantageous.

As the Company sources opportunities through long term personal and professional relationships of its Directors and management, the loss of a Director or member of the management could have an adverse effect on the Group's business, financial condition, results of operations and/or prospects.

The Group may fail to identify or fail to be a preferred partner of the most promising new technologies in the healthcare and life science sector markets where competition for technology access is strong

The Group's business model is dependent on its ability to identify and evaluate potentially promising new technologies in a competitive access environment: (i) through the Group's direct contacts in the healthcare and life science sector; (ii) through its privileged access to leading US institutions and universities through BioMotiv and to a range of opportunities in German universities through Max Planck – Lead Discovery Centre; and (iii) which are developed at universities for which it has existing memoranda of agreements in place and intended to be in place in the future (together, "University MOA"), through its strategic agreements with major pharmaceutical companies and through its contractual relationships with fund managers. The Group may fail to identify the most promising new technologies available for a number of reasons, including because it lacks a relationship with the relevant institution, or because the institution has already transferred ownership of, or granted a licence to, the relevant intellectual property to others in instances where the Group does not have exclusivity. Although the Group has agreements with a number of universities (and has access to innovations through BioMotiv and Max Planck – Lead Discovery Centre), there will inevitably be potentially relevant institutions with which it does not have a relationship. Further, some of the University MOAs may terminate (or an agreement may not be entered into with the universities following a University MOA) in accordance with their terms. This may result in promising new technologies developed by those institutions not coming to the Group's attention. In addition, the Group's size and resources mean that there can be no guarantee that it will identify the most promising new technologies developed at institutions with which it does have a relationship. In addition, institutions may decide to retain the relevant intellectual property for future development on their own or to refuse to permit it to be commercially developed at all. Any of these could lead to the Group's failure to identify promising new technologies for commercial development whether pursuant to the agreements with the institutions or otherwise.

Even where the Group is successful in identifying new technologies, it may fail accurately to assess the technical feasibility or commercial prospects of the new technology. There is no guarantee that technologies to which the Company has access can in fact be satisfactorily developed into commercially viable products or intellectual property. The new technologies pursued by Group Businesses may be less technically feasible or less commercially attractive than competing technologies of which the Group is unaware or which it mistakenly views as less attractive. In addition, development of the new technologies pursued by a Group Business may not be feasible without the acquisition of additional intellectual property that cannot be acquired by that Group Business on commercially acceptable terms, if at all. Any failure by the Group to identify promising new technologies or to accurately evaluate technical or commercial prospects of new technologies could adversely affect the business, results of operations or financial condition of the Group as a whole.

The Group may fail to acquire the rights to promising new technologies on commercially acceptable or most efficient terms

In a competitive environment, there can be no guarantee that a Group Business will be free of competition for such technologies and exclusivity agreements may not always be available to be entered into. In addition, the universities and institutions from where the Group sources opportunities are not necessarily subject to the same commercial pressures as a private business enterprise would be. As such, the negotiation process in respect of any particular intellectual property may be arduous, and its outcome difficult to predict. A Group Business may not be able to secure the rights it seeks or where it does, it may be compelled to agree to potentially onerous terms and conditions in order to secure relevant intellectual property.

The Group may not be successful in forming relationships with additional universities, pharmaceutical companies or research institutions and existing relationships may end

The Group's ability to expand its business by entering into additional links and collaborative arrangements with universities, research intensive institutions and other commercial partners will depend on the willingness of organisations of suitable quality to enter into such arrangements on terms acceptable to the Group (including duration). Failure to successfully initiate new and additional partnerships may limit the Group's ability to expand.

One or more of the universities or other institutions with which the Company has entered into an agreement with or with whom the Company has a partnership or other collaborative relationship, may choose to close those parts of the university which are dedicated to identifying research and which has potential commercial interest or to reduce funding to the extent that potential new technology cannot be exploited. The Company has no control over such a decision by a university or other institution.

The Group has no record in generating gains or revenues through the sale of Group Businesses

Whilst the Group has an established model for identifying and evaluating new technologies, to date its revenues have been limited and it has not generated gains through the sale of any of its Group Businesses. The ability of the Company to attract new investors depends in part on the market's appetite for healthcare and life science companies with a limited or no trading history. As such, there can be no guarantee that the expenditure made to date by the Group and the expenditure the Group expects to make going forward will produce returns. Returns that are lower than expected, or non-existent, could have a material adverse effect on the business, financial condition, results of operations and prospects of the Group.

The Group Businesses are at a development stage and carry inherent risk

The Group Businesses may be development-stage companies and as such may be subject to one or more of the following risks (or a combination of these risks). In particular, the science and technology developed by any business which the Company has invested in may fail and/or the Group Business may not be able to develop the relevant intellectual property into commercially viable products or technologies. This may be due to any one or more of the following factors:

• The success of a Group Business may depend upon regulatory approval for product registration based on certain clinical trials being granted and the assumption that regulatory approval will be forthcoming.
• An early-stage Group Business may not be able to secure subsequent rounds of funding which may restrict its ability to fund on-going research and the development and commercialisation of their intellectual property.
• A Group Business may not be able to source and/or retain appropriately skilled personnel. In particular, it may not have the financial resources to compete with the salary and other incentivisation packages offered by its competitors or other scientific and technology based companies or organisations.
• Competing technologies may enter the market which may adversely affect the ability of any Group Business to commercialise their intellectual property or alternatively the relevant Group Business may not have been able to adequately protect their intellectual property (whether due to lack of financial resource or otherwise) or patent applications may not proceed through to grant.

There is no certainty that any Group Business will: (i) reach the stage where the economic benefits resulting from expenditure on development activities become achievable, or (ii) generate any, or any significant, returns (for example, a return on capital from a relevant exit event) for their shareholders (including the Company) or that the Company will be able to secure a profitable return from any Group Business.

The occurrence of any of these risks or a combination of these risks may adversely affect the value trajectory of a Group Business and, consequently, the business, financial condition, results of operations and prospects of the Group as a whole.

The market's demand for funding of development-stage companies may impact the Company's ability to realise equity returns

One or more Group Businesses may have significant funding requirements in the long term. The Company may seek to meet these funding requirements through arrangements with third party investors. The success of the relevant Group Business, and the availability of third party funding, may be influenced by the market's appetite for investment in, or lending to development-stage companies. As a result, it may take longer than anticipated to add value to the Group Business or it may not be able to develop the business at all. Consequently, it may take longer for the Company to realise value from equity holdings in the relevant Group Business which have significant funding requirements and the consideration received by the Company may include shares and/or deferred cash consideration, the value of which may depend upon the future performance of the relevant Group Business. Alternatively, the Company may not realise value from such holdings at all.

Any such occurrence may have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

The Group may require additional financing in the long term and there is no guarantee that it will be able to obtain such funding on commercially acceptable terms or at all

The Group expects to continue incurring further significant expenses in the long term in connection with funding further research, expansion activity and business development. The additional financing may be achieved through equity realisations from the relevant Group Business or from new equity or debt sources, at either Company or lower level. The Company's equity realisations from its Group Businesses may not be sufficient to provide the requisite amount of additional financing, and the Group may be unable to obtain additional capital on a timely basis on commercially acceptable terms, if at all. If the Group fails to obtain sufficient capital on acceptable terms, it may be forced to curtail or abandon its planned expansion activity and to forego further development of its current business.

Moreover, additional equity financing could dilute the number of the shares in issue and therefore the value of the Ordinary Shares for Shareholders, while additional equity financing at lower level would dilute the interests of the Group (and thus of its Shareholders) in the future results of a Group Business. In addition, any future debt financing could restrict the Group's ability to make capital expenditures or incur additional indebtedness, all of which could impede returns.

Any of these developments could result in a reduction of funding available to the relevant Group Business and could thereby reduce the Group's revenues, increase its losses and adversely affect its business, financial condition or results of operations and prospects.

The Company's ability to realise value from equity holdings in a Group Business may be restricted by only holding a minority interest

It is possible that with a minority position in a Group Business other third parties could possess control over a sale of the relevant company or be able to influence other material transactions. In the event this were to occur, the Company might be required to become subject to provisions which could force the Company to exit from that company at a time and/or price determined by other investor(s) (for example, by the exercise of drag-along rights). If the Company was forced to exit out of a Group Business on unfavourable financial terms over which it has little control, this could have a material adverse effect on the Company's business, financial condition or results of operations and prospects.

There may also be restrictions on the issue or the transfer of shares of a Group Business (for example, pre-emptive rights or drag along or tag along rights) which could mean that the Company will not be able freely to transfer its interest or holding in a Group Business in which it has invested. In addition, a Group Business may have employee share plans or management incentive arrangements in place which may have the effect of diluting the Company's overall interest in a Group Business. If the Company was unable to realise its interest in a Group Business or suffered material dilution of its shareholding, this could have a material adverse effect on the Group's business, financial condition or results of operation and prospects.

The Company may face competition, including from organisations with access to greater capital

Universities, research institutions together with healthcare and life science companies, both existing and starting-up, may create intellectual property that competes, directly or indirectly, with that generated and/or licensed by any Group Business. There are a number of other companies and other organisations seeking to invest in start-ups and other companies in the healthcare and life science sector. These operate a variety of business models and include venture capital funds, hedge funds, research accelerators, the technology transfer offices of certain universities, business angels and other boutique investors. Certain universities and other research intensive institutions may also in future become increasingly proactive at seeking to raise private sector funding to support their in-house technology commercialisation activities. Whilst the Directors believe that potential competitors would face challenges in recreating the Arix Bioscience business model, the Company may well face significant competition from organisations which have much greater capital resources than the Company. Such companies and organisations may also have more experience in identifying, acquiring and selling companies and have greater financial and management resources, brand name recognition or industry contacts. Increased competition in the identification and commercialisation of promising new technologies could have a material adverse effect on the business, financial condition, trading performance and/or prospects of the Group.

The value of the Group as a whole may be dominated by a single or limited number of Group Businesses

A large proportion of the overall value of the Group may at any time reside in a small proportion of Group Businesses. Accordingly, there is a risk that if one or more of the intellectual property rights relevant to a substantial Group Business was impaired this would have a material adverse impact on the overall value of the Group. Furthermore, a large proportion of the overall revenue generated by the Group may at any time be the subject of one, or a small number of, licensed technologies to a Group Business. Should the relevant licences be terminated or expire this would be likely to have a material adverse effect on the revenue received by the Group. Any material adverse impact on the value of the business of a Group Business could, in the situations described above, have a material adverse effect on the business, financial condition, trading performance and/or prospects of the Group.

The Group is subject to risks associated with developments in the healthcare and life science sector

The success of the Group Businesses is principally based on the ability to successfully identify, develop and take to market viable products in the healthcare and life science sector. The Company cannot be certain that such successful outcome is possible. An inability to carry out business in the healthcare and life science sector on this basis could have a material adverse effect on the business, financial condition, future trading performance and prospects of such Group Business.

The healthcare and life science sector is characterised by rapid technological changes, frequent new product introductions and enhancements and evolving industry standards. The Group Businesses may encounter unforeseen operational, technical and other challenges as their products and services are deployed and tested, some of which may cause significant delays, trigger contractual penalties, result in unanticipated expenses and/or damage to their reputation. A Group Business may also be liable for product warranty claims as a result of defects or failures of such new products and services, which may prove costly in terms of litigation or settlement costs, reputational damage, loss of business to competitors, damage relationships with suppliers and time devoted to remediation of any such defects or failures. The occurrence of any of these events may have a material adverse effect on the Group's businesses, financial condition, future trading performance and prospects.

Failure or delay in completing clinical trials for any of the Group Businesses' products may prevent it from obtaining new product registration approval on a timely basis, or at all, which would require the Group to incur additional costs and would delay or prevent receipt of any product revenue, or prevent commercialisation of products of such Group Businesses

Clinical trials are typically expensive, complex and time-consuming and generally have a high rate of failure. It is therefore expected that clinical trials will have uncertain outcomes. Failure can occur at any stage of the testing and the relevant future Group Business may experience a number of unforeseen events during, or as a result of, the clinical trials process that could delay or prevent commercialisation of its product. All of the Group Businesses are, and all future Group Businesses will be subject to such risks, irrespective of their late stage of product development. Group Businesses may rely on third parties to enrol qualified subjects and conduct, supervise and monitor its clinical studies, which will reduce their control over the trials without relieving them of their regulatory responsibilities. Failure of such tests or issues and concerns associated with such testing could give rise to failure or delay to the clinical studies. In addition, clinical trials based on preclinical models may not be predictive of human response to a product candidate. In addition, Group Businesses may be subject to litigation as a result of any adverse effects on humans of potential products during clinical trials. This could lead to failure to obtain approval for the product, reputational damage and financial liability. Failure or delay in clinical trials and any failure or delay to receive or maintain, regulatory approval or clearance of the products of Group Businesses could have a material adverse effect on the Group's business, results of operations or financial conditions in the future.

Equity realisations and payments under licences may vary from year to year

As equity realisations from Group Businesses are expected to be achieved through liquidity events, including trade sales and initial public offerings, the total income receivable by the Company from these sources may vary substantially from year to year. In addition, payments under licences are often subject to milestones which may not be achieved, meaning the total income receivable by the Company from these sources may also vary substantially from year to year. Whilst Arix does not rely on this income for working capital purposes, these variations may have a material adverse effect on the business, financial condition, results of operations and prospects of the Group as a whole.

Intellectual property within a Group Business may become, or be found to be, contested or obsolete or uneconomical

The Company's success depends on its ability to keep pace with scientific and technological advances. There is no assurance that the Company's competitors will not seek to invest in companies which may develop products and/or create intellectual property that are more efficient or effective, or bring products to the market earlier, rendering the products and/or intellectual property of a Group Business economically unviable or unattractive. There is therefore no guarantee that the Group will in the future be able to compete successfully in such a marketplace. Any failure to compete successfully may have a material adverse effect upon the Group's business and prospects.

The market sectors in which the Group Businesses participate are highly competitive and constantly subject to rapid technological changes. The Group has competitors engaged in developing and commercialising equivalent products in the life sciences sector, including pharmaceutical companies and biotechnology companies. Many of the Company's competitors have greater financial, technical and other resources. The nature of the competition in the market sectors where the Group is seeking to develop its products could materially adversely affect the Group's business, prospects, financial condition and results of operations.

Intellectual property rights may be contested, invalidated, rendered unenforceable, circumvented, infringed or misappropriated. For example, technology subject to patent applications, and even issued patents, can be invalidated if it is determined that the patents or patent application are based on claims that are excessively broad and they may therefore not be effective to prevent others from utilising inventions or technology which is substantially similar to the intellectual property to which these rights relate (and which becomes publicly disclosed by applying for patent protection). This could have a material adverse effect on the business, financial condition, trading performance and/or prospects of the Group.

In addition, third parties may already independently own, or may in future develop, similar or superior technologies which may or may not infringe any intellectual property owned, licensed to or used by a Group Business. It is also possible that a patent owned by or licensed to a Group Business may expire or remain in force for only a short period following commercialisation, thereby reducing the benefit of the protection. The limitations on the rights and arrangements relating to intellectual property rights relating to technologies used by a Group Business, the absence of such rights and arrangements in relation to certain technologies and/or the early expiration of patents or patent applications owned by or licensed to a Group Business could have a material adverse effect on the business, financial condition, trading performance and/or prospects of the Group.

All intellectual property owned by a Group Business may not be fully protected and defects could impact the effectiveness of the Group

Each Group Business is and will be dependent upon innovative technology and will seek to benefit from the intellectual property protection of such technology. The Company will wish to see that Group Businesses create value from developing and commercialising technologies and (where appropriate) protected by appropriate intellectual property rights. However, the technologies are in many cases at an early stage and there can be no guarantee that they will be capable of successful further technical development or commercialisation. Any failure of such development or commercialisation could have a material adverse effect on the business, financial condition, trading performance and/or prospects of the Group.

The intellectual property could be protected by one or more of the following types of protections: patent, trademark, trade dress, copyright, unfair competition and/or trade secret laws, confidentiality obligations or other contractual restrictions. However, these rights and other arrangements may not apply to all technology or intellectual property used by a Group Business and, where they do apply, they may frequently provide only limited protection, in particular, in circumstances where protection may be geographically limited and this may result in a reduction in the value of the Group Businesses.

The value of the intellectual property owned by or licensed to a Group Business may depend, in part, on how successfully it can be enforced against third party infringers

Intellectual property litigation claims may be defended on a number of grounds, including where third parties can show prior use, or ownership of similar technologies or that a patent licensed to, held by or applied for by a Group Business has been framed too broadly. In addition, confidentiality and non-disclosure agreements protecting intellectual property might be breached in circumstances in which the Group Business may not be able to obtain adequate redress for the breach. Despite any efforts by a Group Business to protect key technologies by holding and, if necessary, enforcing intellectual property rights relating to them, unauthorised parties may use aspects of such technologies, or may obtain and use without restriction technological or other commercially sensitive information which a Group Business needs to develop or commercialise its products.

It will be very difficult for the Company and each Group Business to monitor and identify all instances of use by others of technology which may be infringing intellectual property rights of a Group Business. There can be no assurance that the unauthorised use, disclosure or reverse-engineering of such technology will not take place. Any successful defence against an attempt by a Group Business to enforce its intellectual property or other rights and any unauthorised use, disclosure or reverse-engineering of the technology to which its intellectual property relates could, if the technology concerned were material to the Group as a whole, have a material adverse effect on the business, financial condition, trading performance and/or prospects of the Group.

Prior to the acquisition of an interest in a Group Business, the Group may only be able to conduct limited investigations into the strength and scope of the intellectual property rights to use the technologies

Whilst the Group will conduct an assessment of patentability, freedom to operate and potentially competitive technologies, such investigations are limited in scope and frequently do not permit a comprehensive assessment of these risks, in particular, if the timing of the proposed acquisition of an opportunity does not allow for this. Accordingly, some acquisitions may be made upon the assurances of other owners or managers of a Group Business in the absence of sufficient independent due diligence. Therefore, the Company may not establish the absolute validity or enforceability of licensed intellectual property or conduct an exhaustive review to identify third party technologies which may compete with those which it uses, or in order to identify patents or other intellectual property rights that may be infringed by the use of technology of a potential Group Business. Further, the Company will not in every case of an acquisition of a Group Business obtain opinions of legal counsel as to validity, enforceability, or its own or its licensors' freedom to exploit such technology or intellectual property without infringing the intellectual property rights of others. There is no certainty that a patent, if sought, will be granted or that, if issued, will be valid or enforceable. As a result of the considerations described above, there is no certainty that intellectual property of a Group Business will be valid or enforceable. There is no certainty that third parties will not own rights in relation to technology used by a Group Business which would entitle them to prevent or restrict its use of technologies which are important to its business or prospects.

Licensors of patent applications (and their intellectual property) in favour of a Group Business may give limited representations as to ownership or as to the validity, scope or enforceability, of the patents or other intellectual property

As the intellectual property rights licensed to a Group Business might be licensed on an "as-is" basis without warranties, that Group Business may bear the risk of defects in the ownership, validity, scope or enforceability of the licensed patents or other intellectual property of a Group Business.

There can also be no guarantee that any originator of technology (for example, inventors) or other persons who may have developed the intellectual property, will provide ongoing assistance required for its successful commercialisation by a Group Business. This may be essential in the markets in which a Group Business intends to operate. Any such lack of assistance required for successful commercialisation could have a material adverse effect on the business, financial condition, trading performance and/or prospects of the Group.

Claims alleging infringement of a third party's intellectual property could result in significant losses and expenses to the Group and the loss of material rights

The value of the intellectual property owned by or licensed to a Group Business depends, in part, on how successfully it can be used to defend against claims that the Group Business is infringing the intellectual property rights of third parties. A Group Business may over time receive notice that it is infringing intellectual property of a third party, or that the intellectual property protection sought by a Group Business should not be granted. In addition, the validity of intellectual property rights (such as patents) relating to technology utilised by the Group Business may become subject to claims and/or challenges by third parties.

Litigation proceedings in relation to intellectual property rights is a risk in most technology businesses and, from time to time, competitors and other third parties may seek to assert the right to restrict the use of patent, copyright, trade mark or other intellectual property rights relating to technologies. Intellectual property litigation can be expensive, complex and lengthy and its outcome is frequently difficult to predict. If a Group Business were to receive an infringement or invalidity claim, the claim could consume significant time, financial and other resources of the Company or the Group Business, irrespective of its merits, and this might result in key technical and management personnel diverting attention and focus away from their normal duties and operations.

If a Group Business were unsuccessful in defending an intellectual property infringement or invalidity claim, it may have to pay substantial damages and/or legal costs to the successful third party and/or may have to cease the development, manufacture, use or sale of infringing or invalid technologies, products or process, and/or expend significant resources to develop or acquire the right to use valid, non-infringing technology (including by way of a licence). This may materially affect the ability of the Group Business to exploit its intellectual property and may result in a loss of value of the Group Business. Accordingly, any such event could have a material adverse effect on the business, financial condition, trading performance and/or prospects of the Group.

A Group Business may be subject to claims that its employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties

A Group Business may employ individuals who were previously employed at other technology companies and so may be subject to claims that it or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed confidential information of its employees' former employers or other third parties. Litigation may be necessary to defend against these claims. There is no guarantee of success in defending these claims, and the Group Business could be required to pay substantial damages and could lose rights to important intellectual property. Even if the Group Business is successful, litigation could result in substantial cost and be a distraction to its management and other employees.

There may be limitations or milestones within licensing agreements which may lessen the value of a Group Business

A Group Business may be licensed to use and commercialise, and benefit from the protection of, certain patents and/or patent applications and know-how by third parties (such as universities and other intellectual property owners), and therefore may enforce only the rights it received under licensing agreements. In some licence agreements, the licensor's consent may be required to enforce the licensed patents. If such consent is not obtained, the Group Business may be unable to enforce its intellectual property rights against third party infringers, including competitors, and such inability could significantly lessen the value it might be able to realise from such intellectual property.

The licence may also be limited to a specified field of use or restricted geographically, which may limit the scope of application of the intellectual property. The majority of the patent applications licensed under the licensing agreements have not yet resulted in definitive patent grants and the Company cannot guarantee that patent protection will be ultimately obtained for any or all of the material technologies which the Company seeks to commercialise.

The licensing agreements of a typical Group Business might expire concurrently with the expiration of statutory patent protection or the abandonment of patent applications concerning the inventions to which the licensing agreements relate. Any failure by the licensor to obtain or maintain statutory patent protection, or by the Group Business, would impair the ability of the Group to exploit its rights under the relevant licensing agreement and could have a material adverse effect on the Group Business, financial condition, future trading performance and prospects.

In addition, some of the licensing agreements may require a Group Business (which is the licensee) to meet certain development milestones. These licensing agreements may be terminable on short notice at the option of the licensor if the licensee fails to meet these milestones or if there is a material breach of the licensing agreements. These milestones may be performance-based and often require the licensee to achieve certain commercialisation or research and development targets (for example, developing a prototype or making commercial sales within a certain deadline).

Achieving the milestones stipulated in some typical licensing agreements requires performance both on the part of a Group Business but also depends on the successful work of suppliers, contractors and sublicensees over whom the Group Business does not have control. Accordingly, the Company can have no assurance that there will not be some scientific, operational, or other matter that will prevent the Group Business from achieving milestones to which it has agreed. The Company may have no ability to enable or enforce a Group Business to re-negotiate milestones, including, but not limited to, extending deadlines or modifying terms related thereto.

If the Group Business fails to successfully renegotiate milestones in these circumstances, or if a licensee fails to meet all applicable milestones, a licensor may institute a claim for breach of contract or terminate a licence to the intellectual property upon which the Group Business relies, which would significantly decrease the prospects of successful development of the Group Business. Alternatively, a licensor may impose additional goals or requirements (including increased or additional fees) on the Group Business as a condition of agreeing to extend the time for performance of the Group Business' milestone obligations. Any failure to achieve milestones or otherwise any termination of any licence agreement may have a material adverse effect on the ability of the Group Business to exploit the full value in any licensed technology and may result in losses. For the reasons described above, any failure to meet milestones in the licence of Group Businesses may have a material adverse effect on the business, financial condition, trading performance and prospects of the Group.

The intellectual property licences of Group Businesses may terminate or fail

Licences or agreements by a Group Business with respect to owned intellectual property or sub-licences or agreements by a Group Business with respect to intellectual property are often terminable, inter alia, on a few months' notice without cause by the licensee, so that there is no contractual certainty of a particular licence, sub-licence or agreement relating to it lasting beyond that period and, therefore, continuing to produce revenue.

On termination of a licence, the licensee has no further rights to use the intellectual property granted pursuant to the licence, which reverts to the licensor. Where a Group Business is the licensor, it may seek to re-licence the intellectual property to a third party, but there is no certainty that it will be able to do so on the same or better terms, or at all.

In addition, licences may be terminated, fail to generate revenue or cease to be valid where the science or technology which relates to the licence fails or is not commercially viable or where the patent which forms the basis of the licence is determined to be invalid or the relevant patent period expires. Licences can contain periods permitting cure or rectification of the breach for a limited period.

Any termination of a material licence or failure in science or technology or invalidity or expiry of patent protection or failure to rectify the breach within the available period may have a material adverse effect on the business, financial condition, results of operations and prospects of the Group.

Changes in legislation and policy may impact the resources and technology available to the Group

There may be unforeseen changes in the laws and regulations upon which public monies are made available to universities, research institutions or relevant organisations. There may also be changes in law or regulation which impact the operations of the Group or any of the Group Businesses. A change in legislation or policy may: (i) adversely affect the monies and resources available to Group Businesses; (ii) affect their entitlement to enter into funding agreements under which the Company would have a role in exploiting the intellectual property; or (iii) affect the right of the universities, research institutions and any other relevant organisations to transfer intellectual property to, or to share revenues with a Group Business and/or the Company itself. If the universities, research institutions or relevant organisation experience a pronounced reduction in their research funding, this may have an adverse effect on the quantity and quality of the output from the research and development conducted at these institutions, thereby reducing the quantity and value of the relevant intellectual property. This could result in universities, research institutions and relevant organisations no longer being able, or for it to become commercially unattractive for them, to own, exploit or protect intellectual property. This may have an adverse effect on the financial position or performance of the Group.

Changes in government policy or legislation (including changes to tax legislation) or other terms upon which research academics are incentivised could make it commercially unattractive for research academics to participate in the commercialisation of intellectual property which they create. This would represent a fundamental risk to the viability of the Group's business and prospects.

Changes in government policies regarding healthcare insurance coverage may affect the ability of Group Businesses to place their products on formularies, and may also impact on reimbursement policies which in turn may decrease the commercial viability of the Group Businesses' products.

If the Company is deemed to be an "investment company" subject to regulation under the United States Investment Company Act of 1940, as amended, applicable restrictions could make it impractical for the Group to continue its business as contemplated and could have a material adverse effect on its business

The United States Investment Company Act of 1940, as amended (the "Investment Company Act") regulates companies which are not otherwise exempt and engaged primarily in the business of investing, reinvesting, or trading in securities. Under the Investment Company Act, an investment company is defined to include (i) any company that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, and (ii) any company that owns or proposes to acquire investment securities having a value exceeding 40 per cent. of the value of its total assets (excluding government securities and cash items) on an unconsolidated basis (the "40 per cent. test"). Securities issued by companies other than majority-owned subsidiaries ("consolidated partner companies") are generally considered "investment securities" for purposes of the Investment Company Act.

If the Company were deemed to be an investment company under the Investment Company Act, it would be subject to substantial regulations with respect to capital structure, operations, transactions with affiliates and other matters. It would also be required to register with the SEC and would be subject to such regulations, which would be unduly burdensome and costly for it, make it impractical for it to continue its business as currently conducted, impair the agreements and arrangements between and among the Group, and materially adversely affect the business, financial condition and results of operations. In addition, measures taken to assure that the Company is not an investment company could materially restrict the Company's ability to manage and grow its businesses.

The Company may not be able to achieve profitable levels of third-party reimbursement for products

The Company's ability to successfully commercialise its Group Businesses or to attract potential strategic partners may depend in part on the price levels and the extent to which reimbursement for the costs of treatment relating to therapeutic, diagnostic and other products will be available from government health administration authorities, private health insurers and other third party payers. Governments and other third party payers are increasingly attempting to contain health care costs, in part by challenging the price of medical products and services and restricting eligibility for reimbursement. Health care cost pressure could lead to pricing pressure, which would adversely affect pricing of the products of Group Businesses. Seeking and ensuring adequate third party reimbursement can be both time-consuming and costly. It may require Group Businesses to provide scientific and clinical support for the use of each of their products to each third-party payer separately. The Directors believe that uncertainty always exists as to the payment status of newly approved medical products in any jurisdiction.

The unavailability or inadequacy of third party reimbursement may have an adverse effect on the price level and, consequently, the market acceptance of the therapeutic or diagnostic products of a Group Business. In addition, the Company is unable to forecast what additional legislation or regulation relating to the healthcare industry or third party reimbursement may be enacted in the future, or what effect such legislation or regulation would have on its business. Any such event may have a material adverse effect on the Group's business, financial condition, future trading performance and prospects.

The products of a Group Business may be complex and, if they contain latent defects, the Group could incur costs and losses

The complexity of the products of Group Businesses increases the risk that latent defects or faults or inadequate training could be discovered by end users after those products have been delivered. This could result in a number of adverse effects on the relevant Group Business, including litigation, material recall and replacement costs for product warranty and support, delay in recognition or loss of revenues, loss of market share or failure to achieve market acceptance and diversion of the attention of personnel from development. Customer relationships could also be adversely impacted by the occurrence or recurrence of significant defects. In addition, any defects or other problems with the products of a Group Business could result in financial or other damage to its customers who could seek damages for their losses. Any claim brought against a Group Business, even if unsuccessful, would likely be time consuming and costly to defend and could have a material adverse effect on the Company's reputation, business, financial condition and results of operations.

Group Businesses may establish collaborations in the future and its ability to do so may affect its development and commercialisation plans

For some product candidates, a Group Business may seek to collaborate with other third party entities and companies for the development and potential commercialisation of those products. A Group Business may face significant competition as well as risks in seeking and maintaining appropriate collaborators. Whether a Group Business reaches a definitive agreement for collaboration will depend upon, among other things, its assessment of the collaborator's resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator's evaluation of a number of factors. Those factors may include the design or results of clinical trials, the likelihood of approval by regulatory authorities, the potential market for the product, the costs and complexities of manufacturing and delivering such product to patients, the potential of competing product candidates, the existence of uncertainty with respect to the Group Business ownership of technology, which can exist if there is a challenge to such ownership without regard to the merits of the challenge, and industry and market conditions generally. The collaborator may also consider alternative products or technologies for similar indications that may be available to collaborate on and whether such collaboration could be more attractive than the one with a Group Business for its product. Any collaboration agreement into which a Group Business may enter may call for licensing or cross-licensing of potentially blocking patents, know-how or other intellectual property. Due to the potential overlap of data, know-how and intellectual property rights, there can be no assurance that any Group Business collaborators with a Group Business will not dispute its right to use, licence or distribute such data, know-how or other intellectual property rights, and this may potentially lead to disputes, liability or termination of the collaboration. In addition, the Group Business may also be restricted under future licence agreements from entering into agreements on certain terms with potential collaborators.

Should any Group Business seek to enter into collaboration agreements, it may not be able to negotiate the terms of such agreements on a timely basis, on acceptable terms, or at all. It may have to curtail the development of a product or reduce or delay its development programme or one or more of its other development programmes. This would delay the potential commercialisation or reduce the scope of any sales or marketing activities of a Group Business as well as increase its expenditures to develop and commercialise its product candidates and could materially adversely affect its business, prospects, financial condition and results of operations of the Group as a whole.

The Group Businesses may be difficult to value accurately given that many are early stage and their technology is in development

Holdings in early stage companies are inherently difficult to value since information regarding sales, cash flow and tangible asset values are typically very limited, which makes the valuation highly dependent on expectations of future development and any future significant revenues would only arise in the medium to longer terms and are uncertain. Equally, the financing of companies just commencing the commercial stage is also difficult to value since sales, cash flow and tangible assets are limited, they have only commenced initial receipts of revenues which may not be representative of future significant revenues and valuations are still dependent on expectations of future development.

The Company may not be able to control certain governance aspects of Group Businesses

The Company does and will (in certain cases) have a minority interest in its Group Businesses. Alternatively, the Company may agree to solely contractual arrangements (such as licences) with third parties in relation to an opportunity (whether directly or through a special purpose vehicle). As a result, the Company may not be able to exercise control over the affairs of a Group Business or the commercialisation of the technology in relation to which the Group has contractual arrangements with a third party. If the affairs of one or more such businesses were to be conducted in a manner detrimental to the interests or intentions of a Group Business, its reputation and prospects and therefore that of the Company and the Group may be adversely affected.

The Directors may apply the proceeds of the Capital Raising to uses that shareholders may not agree with and may acquire Group Businesses or incur expenditure that fail to produce income or capital growth or that lose value

The Directors will have discretion in the application of the Net Proceeds of the Capital Raising and Shareholders and subscribers to New Ordinary Shares must rely on the judgement of the Directors regarding the application of such proceeds. The Directors' allocation of the Net Proceeds is based on current plans and business conditions. The amounts and timing of any expenditure will vary depending on the amount of cash generated by the Group's operations and competitive and market developments, among other factors. The Net Proceeds may be used for acquisitions of Group Businesses that fail to produce income or capital growth or that lose value.

The Group Businesses (or some of them) may fail to commercialise their technologies, lose value or fail to generate the anticipated level of returns

Due to the nature of the Group Businesses, some of them which include those in which the Group has invested significant amounts, may fail to commercialise their products or otherwise not succeed as anticipated, resulting in an impairment on the Group's value and/or profitability. In addition, certain Group Businesses may not perform as expected, requiring the Group to assess on-going development and commercialisation activity and take action to address the underperforming business. Failure of any Group Business, including any in which it has invested significant capital, may have an adverse effect on the financial performance of the Group and otherwise impact the Group's business, results of operations or financial condition. As a result of the relatively long period of time necessary to bring a healthcare or life science product to successful production, the Group may fail to promptly identify and address underperforming Group Businesses or to successfully redirect the business or the Group's capital to an alternative commercial path or to terminate the Group Business at a sufficiently early stage, each of which may have an adverse effect on the financial performance of the Group and otherwise impact the Group's business, results of operations or financial condition. Any underperforming Group Business (particularly those where the Group has already invested significant capital) may have a negative impact on the reputation of, and therefore investor confidence in, the Group, its management team and/or its businesses which may lead to difficulties raising any additional capital and the Group's ability to source and finance other opportunities.

A change in applicable legislation or in the operating model of the Company may result in it constituting an alternative investment fund ("AIF") for the purposes of the Alternative Investment Fund Managers Directive ("AIFMD") and as such would have to comply with the regulatory requirements applicable to an AIF

The Company's current business, assets and operating model does not constitute an AIF. However, if the Company's business model were to change in the future resulting from the success and the timing of the implementation of the Company's business strategy, the Company may be considered to be an AIF. In addition, there may be a change in the AIFMD or new legislation may replace the AIFMD following the UK's exit from the European Union (or the interpretation of those) as a result of which the Company may become an AIF. If the Company were to become an AIF, the Company may either appoint an external alternative investment fund manager or would seek authorisation from the FCA to become a self-managed alternative investment fund manager ("AIFM"). A depositary would also have to be appointed. Compliance with the AIFMD would result in the Company in incurring additional costs. Furthermore, certain Shareholders may not wish or be able to hold shares in an AIF. If this were the case such Shareholders may sell their Ordinary Shares in the Company and this could have a material adverse effect on the trading price of the Ordinary Shares as well as an adverse impact on the Group's ability to raise further funds.

Termination of the agreements (or some of them) with universities, the BioMotiv Agreement or other collaborations through which the Group sources its opportunities for the acquisition of the Group Business

The Group's business and prospects are partially dependent upon the continuation of the University MOAs and the agreements with research accelerators such as BioMotiv and the Max Planck Lead Development Center, pursuant to which it has direct or indirect access to technology and scientific innovation. If such arrangements (or some of them) were to be terminated (for example, as a result of the Group's failure to perform certain obligations under the relevant University MOAs, or the BioMotiv Agreement) or expire at the end of their term and not be renewed, then the Group would lose any rights that it has to review and access the opportunities and projects generated by such universities or other research institutions. This could potentially have a material adverse effect on the Group's business, performance and prospects.

The Group's ability to expand its business through the entering into of further partnerships and/or other collaborative arrangements with universities and research institutions will depend on the willingness of organisations of suitable quality to enter into such arrangements on terms acceptable to the Group (including, without limitation, as to exclusivity and duration). There can be no guarantee that the Group will be able to obtain further agreements.

The Wales Life Sciences Investment Fund may remove Arthurian Life Sciences Limited as its manager

Arthurian Life Sciences Limited, the wholly-owned subsidiary of the Company, is an FCA authorised and regulated entity and the fund manager for the Wales Life Sciences Investment Fund. ALS is entitled to up to 2.5 per cent. of the amount drawn down from the investors of WLSIF as an annual management fee and a potential for 20 per cent. carried interest (over an 8 per cent. hurdle rate) from WLSIF's future realisations. The Company has the economic benefit of the management fee and the carried interest as the parent company of ALS.

As a manager of the WLSIF, Arthurian Life Sciences is subject to certain obligations including raising additional funds for the WLSIF. Should Arthurian Life Sciences be in breach of certain of such obligations, there is a risk that such breach may result in the termination of ALS as the fund manager and the Company may lose the economic benefit of the management fee.

Changes in taxation legislation or the interpretation of tax legislation could affect the Group's ability to provide returns to Shareholders

The Company's activities are conducted in the UK consequently it is subject to UK taxation legislation. Revisions to taxation legislation or to its interpretation could result in increased tax rates or additional taxes.

Adverse changes in tax laws and any other reform of or changes in the interpretation of enforcement of applicable taxation legislation could have a detrimental effect the Group's business, financial condition and results of operations and could affect the Group's ability to provide returns to Shareholders.

Statements in this Prospectus concerned with the taxation of Shareholders are based on current law and practice in the United Kingdom and the United States which are subject to change. The taxation of an investment in the Company depends on the individual circumstances of the relevant Shareholder.

GENERAL AND ECONOMIC RISKS

There can be no guarantee that there will be any appreciation in the value of the Group Businesses

Investment in the Ordinary Shares of the Company should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Group Businesses will occur or that the commercial objectives of the Company will be achieved. Investors may not get back the full amount initially invested. The prices of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to future trends. Past records of the Directors in running successful companies does not necessarily indicate that such success will be repeated in future. A decrease in the value of the Group Business would have an adverse impact on the Group's business and its prospects.

Performance of the Group may be influenced by global economic and financial conditions which may also result in restrictions on public or private spending

The performance of the Group may be influenced by global economic and financial conditions. Weak economic growth may have an adverse effect on trading conditions and the Group may find it increasingly difficult to raise new capital and/or realise the value of any Group Business in order to realise capital to invest in its existing or potential Group Businesses. This could adversely affect the business, financial condition, results of operations and prospects of the Group.

In addition, restrictions on spending, whether public or private, resulting from adverse global economic and financial conditions could lead to a reduction in the income and/or growth which the Group hopes to derive from the commercialisation of intellectual property rights. For example, prospective licensees of the Group's intellectual property rights may seek to reduce the costs incurred in securing rights over intellectual property, through lower upfront licence fees, while existing licensees and Group businesses may find it more difficult to sell products to generate income and growth and may seek to revise the terms of their current licence agreements. Any reduction in the expected revenue that the Group shall derive from the commercialisation of intellectual property rights may have a material adverse effect on the business, financial condition, results of operations and prospects of the Group.

The outcome of the negotiations between the Government of the United Kingdom and the European Union in relation to the terms and conditions of the UK's exit (commonly referred to as "Brexit") from the European Union could adversely impact the Company's business, results of operations and financial condition

Following the invocation of Article 50 of the Treaty on the European Union by the UK Government on 29 March 2017 negotiations have commenced between the UK and the European Union to determine the future terms of the United Kingdom's relationship with the European Union.

Depending on the terms negotiated between European Union and the UK following Brexit, the United Kingdom could lose access to the single European Union market and to the global trade deals negotiated by the European Union on behalf of its members. Such a decline in trade could affect the attractiveness of the United Kingdom as an investment centre and, as a result, could have a detrimental impact on corporate growth. Accordingly, the Group could be adversely affected by reduced growth and/or volatility in the United Kingdom economy and as a result, any of the foregoing factors could have a material adverse effect on the business, results of operations or financial condition of the Group.

In addition, it is possible that following Brexit, the current system which provides for the free movement of EU nationals between EU member states and the UK will be abolished or significantly restricted. Universities and research institutions in the UK attract a significant proportion of researchers and other professionals from other EU member states. The imposition of barriers to entry following Brexit, or the expectations that such barriers may come into force, may deter highly qualified researchers and other academic staff from taking up posts in the UK and/or may result in EU nationals currently based at university or research institutions in the UK leaving the UK. This in turn could have a material adverse effect on the overall quality and performance of the Group's current Group Companies, and on the number and quality of new opportunities available to the Group in future.

In addition, Brexit could potentially result in the UK not being able to participate in the Unified Patent Court of the EU which could have a significant negative impact on the effective protection of innovation, which in turn could lead to research being conducted outside the UK. This could result in a reduction of intellectual property investigated and created by the universities and research institutions in the UK and accordingly the Group's available pipeline of potential Group Companies may become more restricted in the United Kingdom.

Furthermore, it is possible that as a result of Brexit certain pharmaceutical products which are manufactured in the UK and exported to various EU member states as "multi-country packs" may not be authorised for sale in the EU. This could lead to loss of revenue for the pharma industry and as a result to reduction in R&D expenditure.

Presently, the European Medicines Agency ("EMA") is located in London. The impact of the relocation of EMA from London following Brexit may result in many professionals leaving the UK which is likely to cause disruption and delays to medicine approvals. This would put the UK as well as other EU member countries behind the US and Japan in bringing the latest biotech and life sciences inventions to market and in turn have an adverse effect on the development of new research activities and companies. The lack of new potential Group Businesses in the UK and Europe may have a material adverse effect on the Group's business.

RISKS RELATING TO THE ORDINARY SHARES

Minority Shareholders may have difficulty affecting the outcome of Shareholders' votes

Following Admission, assuming full take-up of the Capital Raising and the take up by the Firm Placees, the maximum percentage of Ordinary Shares that the Major Shareholders will be expected to own is approximately 39.4 per cent. Following Admission, the Major Shareholders will, through the votes each of them will be able to exercise at general meetings of the Company, continue to be able to exercise a significant degree of influence over, and in some cases determine, the outcome of certain matters to be considered by Shareholders. Some of the Ordinary Shares are Restricted Shares pursuant to the Restrictive Share Agreement and therefore no voting rights will be exercised in relation to those shares for a period of time (details are set out in paragraph 17.2 of Part XIV.) In addition, if any of the Major Shareholders does subscribe for New Ordinary Shares in the Placing, their percentage holding of Ordinary Shares may change. In particular, LF Woodford Equity Income Fund, a sub fund of LF Woodford Investment Fund and Woodford Patient Capital Trust PLC (together, the "WIM Funds") who are presumed to be acting in concert for the purposes of the City Code and who together hold 30.7 per cent. of the Ordinary Shares at the date of publication of this Prospectus, are subscribing for New Ordinary Shares in the Firm Placing for an amount of £5 million. Following the Capital Raising, the WIM Funds (and any other Investor associated with the WIM Funds) are expected to hold a maximum of 22.6 per cent. of the Company's Ordinary Shares (assuming full take up of the Capital Raising and no Subscription from the WIM Funds in the Placing and Offer for Subscription). Accordingly, the WIM Funds may, as a practical matter, be able to influence certain matters requiring shareholder approval. Such concentration of ownership may also have the effect of delaying or preventing any future change in control of the Company.

The Offer Price may not be indicative of the future trading price of the Ordinary Shares

The Company has limited prior trading history in the Ordinary Shares. The Offer Price may not be indicative of the market price for the Ordinary Shares following Admission. The trading price of the Ordinary Shares may be subject to wide fluctuations in response to many factors, including those referred to in this section, as well as stock market fluctuations and general economic conditions that may adversely affect the market price of the Ordinary Shares, regardless of the Company's actual performance or conditions in its key markets.

The Company's ability to pay dividends in the future is not certain

The payment of dividends by the Company to Shareholders is highly dependent upon any dividends and profits that it receives from its Group Businesses. The Company has not in the past had, and cannot guarantee that in the future it will have, sufficient distributable profits to pay dividends.

Pre-emptive rights may not be available to US or other shareholders

Under English law, existing shareholders have statutory pre-emptive rights to participate on the basis of their existing share ownership in the issuance of any new shares for cash consideration, unless those rights are disapplied by a resolution of the shareholders at a general meeting. US holders of the Ordinary Shares may not be able to receive, trade or exercise pre-emptive rights for new Ordinary Shares unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available. The Company is not required to register with the US Securities and Exchange Commission under US securities laws and is under no obligation to file a registration statement under the US Securities Act or seek similar approvals under the laws of any other jurisdiction in respect of any such rights and shares.

If US holders of Ordinary Shares are not able to receive, trade or exercise pre-emptive rights granted in respect of their Ordinary Shares in any rights offering by the Company, then they may not receive the economic benefit of such rights. In addition, their proportional ownership interests in the Company will be diluted. Shareholders in other jurisdictions outside of the UK including, but not limited to, Australia, Canada, Hong Kong, Japan and Switzerland, may be similarly affected if the rights and the new shares being offered have not been registered with, or approved by, the relevant authorities in such jurisdiction.

If securities or industry analysts do not publish research or reports about the Group's business, or if they downgrade their recommendations, the market price of the Ordinary Shares and their trading volume could decline

The trading market for the Ordinary Shares will be influenced by the research and reports that industry or securities analysts publish about the Group or its businesses. If any of the analysts that cover the Group or its business downgrade it or them, the market price of the Ordinary Shares would likely decline. If analysts cease coverage of the Group or fail to regularly publish reports on it, the Group could lose visibility in the financial markets, which in turn could cause the market price of the Ordinary Shares and their trading volume to decline.

Impact of events affecting companies with comparable business models on the value of the Ordinary Shares

Any event which detrimentally affects the companies in the Company's comparator group may adversely affect the value of the Group and the value of the Ordinary Shares. Similarly, the value of the Group and the value of the Ordinary Shares may be impacted by any event which detrimentally affects other companies engaged in early-stage scientific research and development activities.

The market price of the Ordinary Shares may fluctuate significantly in response to a number of factors, some of which may be out of the Company's control

Publicly traded securities from time to time experience significant price and volume fluctuations that may be unrelated to the operating performance of the companies that have issued them. In addition, the market price of the Ordinary Shares may prove to be highly volatile. The market price of the Ordinary Shares may fluctuate significantly in response to a number of factors, some of which are beyond the Company's control, including: variations in operating results in the Company's reporting periods; changes in financial estimates by securities analysts; poor stock market conditions affecting companies engaged in technology commercialisation or engaged in early stage scientific and technological research activities; announcements by the Company of the acquisition of a significant interest in a Group Business, strategic alliances, joint ventures or other capital commitments; additions or departures of key personnel; any shortfall in turnover or net profit or any increase in losses from levels expected by securities analysts; and future issues or sales of Ordinary Shares. Any or all of these events could result in a material decline in the price of the Ordinary Shares.

There is no guarantee that the Company will be able to migrate to a Premium Listing

There is no guarantee that the Company will be able to migrate to a Premium Listing on the Official List and no assurance is given by the directors and the company that a Premium Listing will be forthcoming at any time in the future.

An investment in the Ordinary Shares may not be suitable for all recipients of this Prospectus

The Ordinary Shares may not be a suitable investment for all recipients of this Prospectus. Before making a final decision, prospective Investors are advised to consult an appropriate independent financial adviser authorised under the FSMA (if in the UK), or from another appropriately authorised independent financial adviser who specialises in advising on acquisition of securities.

The value of the Ordinary Shares, and any income received from them, can go down as well as up and Investors may receive less than their original investment

In the event of a winding-up of the Company, the Ordinary Shares will rank behind any liabilities of the Company and therefore any return for Shareholders will depend on the Company's assets being sufficient to meet the prior entitlements of creditors.

Shareholders who do not acquire New Ordinary Shares in the Placing will be subject to the dilution in their ownership of Ordinary Shares and voting interests in the capital of the Company as a result of the Capital Raising

The proposed number of New Ordinary Shares to be issued pursuant to the Capital Raising (assuming that the Placing is fully subscribed) will nearly double the Company's existing Ordinary Share capital and will result in significant dilution in the ownership and voting interests of Existing Shareholders who do not wish (or are unable to) subscribe for New Ordinary Shares under the Placing.

Further issuances of Ordinary Shares may be dilutive

The Company has adopted a number of share incentive schemes pursuant to which it will grant nil cost awards of Ordinary Shares to its directors and employees, which will result in the reduction of voting interests of the shareholders in the Company. In addition, the Company may decide to offer additional shares in the future for capital raising or other purposes. Shareholders who do not take up or who are not eligible to take such an offer will find their proportionate ownership and voting interests in the Company to be reduced. An additional offering could also have a material adverse effect on the market price of the Ordinary Shares as a whole.

Investors in the Ordinary Shares who, despite being Prohibited Persons, are "Plan Investors" or "Non-ERISA Plans" for any period of time (see "Certain ERISA Considerations," below for definitions of terms used in this paragraph) may, if the Company's assets are deemed to be "plan assets" under the Plan Asset Regulation, as modified by Section 3(42) of ERISA, or under any Similar Laws, be subject to the fiduciary duty rules of "ERISA" and the US Tax Code or the rules of any Similar Laws, respectively

Being subject to the fiduciary duty rules of ERISA and the US Tax Code would result in, among other things: (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Company and investments in the Ordinary Shares made by a Plan Investor, and (ii) the possibility that certain transactions that the Company might enter into, or may have entered into in the ordinary course of business, or investments in the Ordinary Shares made by a Plan Investor, might constitute or result in non-exempt prohibited transactions under section 406 of ERISA and/or section 4975 of the US Tax Code and might have to be rescinded. A non-exempt prohibited transaction, in addition to imposing potential liability upon fiduciaries of the "ERISA Plan", may also result in the imposition of an excise tax under the US Tax Code upon a "party in interest" (as defined in ERISA) or "disqualified person" (as defined in the US Tax Code), with whom the ERISA Plan engages in the transaction. "Non-ERISA Plans" (for example, plans that are governmental plans, certain church plans and non-US plans), while not subject to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code, may nevertheless be subject to "Similar Laws."

Due to the foregoing, the Ordinary Shares may not be purchased or held by any Plan Investor, but may be purchased or held by a Non-ERISA Plan Investor (unless the Company, in its sole and absolute discretion, decides to prohibit such investment activity). Fiduciaries of Non-ERISA Plans should consult with their counsel before purchasing or holding any Ordinary Shares.

It may be difficult for investors to bring any action or enforce any judgment obtained in the US against the Company or the Directors, which may limit the remedies otherwise available to investors.

The Company is incorporated as a public limited company in England and Wales and the majority of its assets are located outside the US. In addition, most of the Directors are nationals and residents of countries, including the UK, outside of the US. As a result, it may be difficult or impossible for investors to bring an action against the Company or against these individuals in the US if they believe their rights have been infringed under the relevant securities laws or otherwise. In addition, a UK court may prevent investors from enforcing a judgment of a US court against the Company or these individuals based on the securities laws of the US or any state thereof. A UK court may not allow investors to bring an action against the Company or its Directors based on the securities laws of the US or any state thereof.

The Company expects that it will be a passive foreign investment company ("PFIC"), which may have adverse US federal income tax consequences for US holders

Based on the Company's current business model, the Company expects that it will be a passive foreign investment company within the meaning of Section 1297 of the US Tax Code, or PFIC, for the current taxable year and may continue to be a PFIC in future taxable years. PFIC status may have adverse US federal income tax consequences on US holders. If the Company is a PFIC for any taxable year during a US holder's holding period of the Ordinary Shares, such US holder generally will be required to treat any gain realised upon a disposition of the Ordinary Shares, or any excess distribution received on the Ordinary Shares, as ordinary income earned over the US holder's holding period for the Ordinary Shares, and to pay the applicable taxes on such ordinary income along with an interest charge at the rate applicable to underpayments of tax on a portion of the resulting tax liability, unless the US holder makes a timely and effective "mark-to-market" election or a QEF Election, in each case, to the extent available with respect to Ordinary Shares. If the Company is a PFIC, then each US holder generally will be treated as directly holding a proportionate share of the Company's direct and indirect investment in equity interests in subsidiaries and other entities that are PFICs ("Lower-tier PFICs") and will be subject to the PFIC rules just described with respect to certain distributions by a Lower-tier PFIC to, and a disposition of shares of a Lower-tier PFIC by the Company.

A US holder who makes an effective mark-to-market election, to the extent available, generally must include as ordinary income any gain recognised in a year that the Company is a PFIC in an amount equal to the excess of the fair market value of the Ordinary Shares over the holder's adjusted tax basis therein. A mark-to-market election is available only with respect to "marketable stock" within the meaning of US Treasury regulations. There can be no assurance that the Ordinary Shares will constitute "marketable stock" in any taxable year.

A US holder who makes an effective QEF Election generally must report on a current basis its share of net capital gain and ordinary earnings for any taxable year in which the Company is a PFIC, whether or not the Company distributes any amounts to Shareholders. To make a successful QEF election a US holder would need an annual QEF information statement which the Company may provide subject to specific request and to certain conditions at the Company's discretion. Please note that at this time the Company has not undertaken any obligation to provide such information to a US holder. US holders should consult their own tax advisors regarding the PFIC rules and the US federal income tax consequences of the ownership and disposition of Ordinary Shares. Prospective investors that are US persons should closely consider the discussion below under "Part XIII – Taxation – US Federal Income Taxation – Passive Foreign Investment Company Rules".

The ability to resell the New Ordinary Shares under the US Securities Act is restricted, and the Company does not intend to file a registration statement with respect to the New Ordinary Shares

The Company will not register the New Ordinary Shares under the US Securities Act or any US state securities laws. The New Ordinary Shares may not be offered or sold in the United States unless they are registered or pursuant to an exemption from registration under the US Securities Act. The Company does not intend to, and will not be required to, file a registration statement with the United States Securities and Exchange Commission with respect to the New Ordinary Shares. As a result, for so long as the Ordinary Shares remain outstanding, they may be transferred or resold only in transactions exempt from the US securities registration requirements of federal and applicable state securities laws and you may not be able to sell your New Ordinary Shares at the time you wish or at a price that is acceptable to you. You should read the discussion under the heading "Notice to Investors" for further information about these transfer restrictions. If it is your obligation to ensure that your offers and sales of New Ordinary Shares complies with applicable securities laws.

The Standard Listing of the Ordinary Shares affords Investors a lower level of regulatory protection than a Premium Listing

The Existing Ordinary Shares are (and an application has been made for the New Ordinary Shares to be) admitted to the Standard Listing on the Official List. The Standard Listing affords Investors a lower level of regulatory protection than that afforded to investors in a company with a Premium Listing which is subject to additional obligations under the Listing Rules. With the exception of Listing Principles 1 and 2 as set out in Chapter 7, the provisions of Chapters 6 to 13 of the Listing Rules (listing principles, sponsors, continuing obligations such as notification of board changes, resolutions other than those passed at the annual general meetings and variations of lock-up arrangements, significant transactions, related party transactions, dealing in own securities and treasury shares and contents of circulars), being additional requirements for a Premium Listing of equity securities, will not apply to the Group. In addition, a standard listing will not permit the Company to gain UK FTSE indexation, which may adversely affect the liquidity and trading of the Ordinary Shares.

PART III

IMPORTANT INFORMATION, EXPECTED TIMETABLE AND CAPITAL RAISING STATISTICS

The information below is for general guidance only and it is the responsibility of any person or persons in possession of this Prospectus to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction.

Shareholders and Investors should only rely on the information in this Prospectus. No person has been authorised to give any information or make any representations in connection with the Capital Raising, other than as contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors, the Joint Bookrunners or the Placing Agents. No representation or warranty, express or implied, is made by the Joint Bookrunners or the Placing Agents as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Joint Bookrunners or the Placing Agents as to the past, present or future. Without prejudice to the Company's obligations under the FSMA, the Prospectus Rules, Listing Rules and Disclosure and Transparency Rules, neither the delivery of this Prospectus nor any subscription made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Prospectus or that the information contained herein is correct as at any time after its date.

The Company will update the information provided in this Prospectus by means of a supplement hereto if a significant new factor that may affect the evaluation by the Shareholders and any prospective Investors of the Capital Raising occurs after the publication of the Prospectus or if this Prospectus contains any mistake or substantial inaccuracy. The Prospectus and any supplement thereto will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules. If a supplement to the Prospectus is published prior to Admission, the Shareholders and/or any Investors shall have the right to withdraw their applications for New Ordinary Shares made prior to the publication of the supplement. Such withdrawal must be made within the time limits and in the manner set out in any such supplement (which shall not be shorter than two clear business days after publication of the supplement).

The Shareholders and prospective Investors must not treat the contents of this Prospectus or any subsequent communications from the Company, the Directors, the Joint Bookrunners, the Placing Agents or any of its affiliates, officers, directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters. Each Shareholder and prospective Investor should consult his own legal, financial or tax adviser for legal, financial or tax advice in relation to an investment in the New Ordinary Shares.

This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors, the Joint Bookrunners or the Placing Agents or any of their representatives that any recipient of this Prospectus should subscribe for or purchase the New Ordinary Shares. Prior to making any decision as to whether to subscribe for or purchase the New Ordinary Shares, the Shareholders and any prospective Investors should read this Prospectus. The Shareholders and prospective Investors should ensure that they read the whole of this Prospectus carefully and not just rely on key information or information summarised within it.

The section headed "Summary" should be read as an introduction to this Prospectus. Any decision to invest in the New Ordinary Shares should be based upon the consideration of this Prospectus as a whole by an Investor. In particular, the Shareholders and any prospective Investors must read the section headed "Section D – Risks" of the Summary together with the risks set out in "Part II – Risk Factors" of this Prospectus.

The Shareholders and any prospective Investors who subscribe for New Ordinary Shares in the Capital Raising will be deemed to have acknowledged that: (i) they have not relied on the Joint Bookrunners, the Placing Agents or any person affiliated with any of them in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied on the information contained in this Prospectus, and no person has been authorised to give any information or to make any representation concerning the Group or the New Ordinary Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Director the Joint Bookrunners or, the Placing Agents.

Neither the Joint Bookrunners, the Placing Agents nor any person acting on their behalf, makes any representations or warranties, express or implied, with respect to the completeness, accuracy or verification of this Prospectus nor does any such person authorise the contents of this Prospectus. No such person accepts any responsibility or liability whatsoever for the contents of this Prospectus or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the New Ordinary Shares, the Capital Raising or Admission. The Joint Bookrunners and the Placing Agents accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Prospectus or any such statement. Neither the Joint Bookrunners, the Placing Agents nor any person acting on their behalf, accepts any responsibility or obligation to update, review or revise the information in this Prospectus or to publish or distribute any information which comes to their attention after the date of this Prospectus, and the distribution of this Prospectus shall not constitute a representation by the Joint Bookrunners, the Placing Agents or any such person that this Prospectus will be updated, reviewed, revised or that any such information will be published or distributed after the date hereof.

In connection with the Capital Raising, the Joint Bookrunners and any of their respective affiliates, in each case acting as an investor for their own account(s), may subscribe for New Ordinary Shares and, in that capacity, may retain, purchase, offer, sell or otherwise deal for their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connection with the Capital Raising or otherwise. Accordingly, references in this Prospectus to the New Ordinary Shares being issued, offered, acquired, subscribed or otherwise dealt with should be read as including any issue or offer to, investment of, or subscription or dealing by, the Joint Bookrunners and any of their respective affiliates acting as investors for its or their own account(s). In addition, the Joint Bookrunners and any of their respective affiliates may in the ordinary course of their business activities enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Ordinary Shares.

This Prospectus is being furnished by the Company confidentially to a limited number of QIBs and/or accredited investors, as defined in Rule 501(a) of Regulation D of the US Securities Act who are, in each case, also qualified purchasers, and non-US persons (as the term "US person" is defined in Regulation S of the US Securities Act) in connection with an offering exempt from registration under the US Securities Act solely to enable Shareholders and/or prospective Investors to consider the purchase of the New Ordinary Shares. The Company has not authorised it for any other purpose, and any other use is strictly prohibited. Each recipient hereof, but its acceptance of this Prospectus, shall be deemed to have agreed to hold the information contained in this Prospectus and the transactions contemplated herein on a confidential basis. This Prospectus may not be copied or reproduced in whole or in part. This Prospectus may not be distributed to any person, other than a person retained by a recipient to advise him in connection with the purchase of the New Ordinary Shares. These undertakings and prohibitions are for the benefit of the Company and may be enforced by it.

DISTRIBUTION OF THIS PROSPECTUS

General

The distribution of this Prospectus and the Capital Raising are restricted by law in certain jurisdictions. Therefore, this Prospectus does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any securities of the Company other than the New Ordinary Shares and for or buy any Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation.

Prior to making any decision as to whether to invest in the New Ordinary Shares, the Shareholders and prospective Investors should read this Prospectus in its entirety. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Articles of Association of the Company, which prospective Investors should review. In making an investment decision, each Shareholder and prospective Investor must rely on their own examination, analysis and enquiry of the Company, this Prospectus and the terms of the Capital Raising, including the merits and risks involved.

The Shareholders and prospective Investors should inform themselves as to the income and other tax consequences which may apply in their own countries as a result of the subscription, purchase, holding, transfer or other disposal of the Ordinary Shares or distributions by the Company, either on a liquidation and distribution or otherwise and must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and any investment in the New Ordinary Shares.

An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's objectives will be achieved. The Shareholders and prospective Investors should be aware that they may be required to bear the financial risk of any investment in the Ordinary Shares for an indefinite period of time. It should be remembered that the price of the Ordinary Shares, and any income from such Ordinary Shares, can go down as well as up.

The distribution of this Prospectus and the offering of the New Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom who obtain possession of this Prospectus are required by the Company, the Directors and the Joint Bookrunners and the Placing Agents to inform themselves about, and to observe any restrictions as to the offer or sale of New Ordinary Shares and the distribution of, this Prospectus under the laws and regulations of any territory in connection with any applications for New Ordinary Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. No action has been taken or will be taken in any jurisdiction by the Company, the Directors, the Joint Bookrunners or the Placing Agents that would permit a public offering of the New Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this Prospectus other than in any jurisdiction where action for that purpose is required. None of the Company, the Directors nor either of the Joint Bookrunners or the Placing Agents or any other person or entity is making any representations or warranties to any offeree or purchaser of Ordinary Shares regarding the legality of any investment in the Ordinary Shares under applicable investment laws and regulations nor do they accept any responsibility for any violation of any of these restrictions by any other person.

The Company consents to the use of this Prospectus by the Intermediaries in the UK, the Channel Islands and the Isle of Man on the following terms: (i) in respect of Intermediaries who are appointed by the Company prior to the date of this Prospectus, from the date of this Prospectus, and (ii) in respect of Intermediaries who are appointed by the Company after the date of this Prospectus, from the date on which they are appointed to participate in the Offer for Subscription, in each case until the closing of the Placing. The consent to use this Prospectus is conditional upon compliance by the Intermediary with the Intermediaries Terms and Conditions and the appointment of such Intermediary not having been terminated by the Company. The Company accepts responsibility for the information contained in this Prospectus with respect to any purchaser of or subscriber for New Ordinary Shares pursuant to the Capital Raising. Any Intermediary that uses this Prospectus must state on its website that it uses this Prospectus in accordance with the Company's consent. If an Intermediary makes an offer to a retail investor, that Intermediary shall provide to such retail investor at the time the offer is made (i) a copy of the Prospectus or a hyperlink from which the Prospectus may be obtained, and (ii) the terms and conditions of the relevant offer made by the Intermediary to the retail investor. Any application made by Underlying Applicants to any Intermediary is subject to the terms and conditions which apply to the transaction between such Underlying Applicants and such Intermediary to be provided at the time of the offer by the relevant Intermediary.

Any new information in relation to financial intermediaries unknown at the time of publication of this Prospectus will be made available on the Company's website.

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 disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; 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: (a) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; (b) the New Ordinary Shares offer no guaranteed income and no capital protection; and (c) an investment in the New Ordinary 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 Capital Raising.

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 (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 New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Notice to US Investors

The Ordinary Shares have not been registered with, recommended by or approved by the US Securities and Exchange Commission (the "Commission") or any other federal or state securities commission or regulatory authority, nor has any such commission or regulatory authority passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is unlawful.

The Ordinary Shares have not been registered and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or any state securities laws, and may not be offered or sold within the US or to, or for the account or benefit of, US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and such other applicable state securities laws. Accordingly, the Ordinary Shares may be offered and sold only (i) to (x) "qualified institutional buyers," as defined in Rule 144A of the US Securities Act ("Rule 144A"), who are also, in each case, "qualified purchasers," as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), for purposes of Section 3(c)(7) of the Investment Company Act and the rules promulgated thereunder (a "QP"), or (y) an "accredited investor", as defined in Rule 501(a) of Regulation D of the US Securities Act, who are also, in each case, QPs, in each case, in reliance on an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act, or (ii) outside of the United States in reliance upon Regulation S under the US Securities Act ("Regulation S") to non-US persons (as the term "US person" is defined in Regulation S) in offshore transactions. See "Notice to Investors" in "Part XV – Notices to Investors" of this Prospectus.

This Prospectus is being delivered solely for informational purposes in connection with the offering of the New Ordinary Shares. This Prospectus has been submitted confidentially to a limited number of qualified institutional buyers and/or accredited investors who are, in each case, also qualified purchasers and non-US persons so they may consider a purchase of the Ordinary Shares. We have not authorised it for any other purpose, and any other use is strictly prohibited.

This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any security other than the New Ordinary Shares.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Ordinary Shares by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date hereof.

Persons into whose possession this Prospectus comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the offer and sale of ordinary shares. See "Notice to Investors" herein.

The information contained in this Prospectus was obtained from the Company, the Joint Bookrunners and other sources, but no assurance can be given as to the accuracy or completeness of such information. Neither of the Joint Bookrunners nor the Placing Agents does offer an opinion, makes any representations or warranties (express or implied) as to, and do not assume any responsibility for, the adequacy, accuracy, completeness or verification of any information contained in this Prospectus herein or for the omission of any information relating thereto. The Joint Bookrunners and the Placing Agents shall not accept any responsibility or liability for any loss or damages of any kind resulting from the use of the information contained in this Prospectus or otherwise supplied. The Joint Bookrunners and the Placing Agents assume no responsibility for the performance of any obligation of the Company or any other persons described in this Prospectus or for the due execution, validity or enforceability of the Ordinary Shares or any instrument, agreement or document delivered in connection with the Ordinary Shares.

Prospective Investors may rely only on the information contained in the Prospectus. Neither the Company nor either of the Joint Bookrunners nor the Placing Agents has authorised anyone to provide prospective Investors with information different from that contained this Prospectus. When prospective Investors make a decision whether to invest in the New Ordinary Shares, they should not rely on any information other than the information contained in this Prospectus. Neither the delivery of this Prospectus nor the sale of the New Ordinary Shares means that the information contained in this Prospectus is correct after the date of this Prospectus. Prospective Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front cover of this Prospectus the business, financial condition, results of operations and prospects of the Company may have changed since that date.

In making an investment decision, potential Investors must rely on their own examination of the Company and the terms of this offering, including the merits and risks involved. The contents of this Prospectus are not to be construed as legal, business, ERISA, Similar Law or tax advice. Each prospective Investor should consult its own attorney, business advisor, ERISA advisor and tax advisor as to legal, business, ERISA, Similar Law or tax advice.

The Company may be considered a "covered fund" for purposes of the final rule adopted by the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the SEC and the Commodity Futures Trading Commission, to implement section 13 of the United States Bank Holding Company Act of 1956, as amended, which was added by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Volcker Rule"); and the securities that may be offered hereby may be considered "ownership interests," as defined under the Volcker Rule. The Volcker Rule generally prohibits "banking entities" (which is broadly defined to include US banks and bank holding companies and many non-US banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an "ownership interest" in or sponsoring a "covered fund" and (iii) entering into certain relationships with any such funds. The Volcker Rule became effective on 1 April 2014. The general effects of the Volcker Rule remain uncertain. Any prospective Investor, including a US or foreign bank or subsidiary or other affiliate thereof, should consult its own legal advisors regarding the matters described above and other effects of the Volcker Rule.

This Prospectus contains summaries believed to be accurate with respect to certain terms of certain documents, but reference is hereby made to the actual documents for complete information with respect thereto, and all such summaries are qualified in their entirety by such reference.

Each person receiving this Prospectus acknowledges that it has been afforded an opportunity to request from the Company and to review, and has received, all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein, it has not relied on the Joint Bookrunners, the Placing Agents or any of its affiliates in connection with its investigation of the accuracy of such information or its investment decision, and no person has been authorised to give information or to make any representation other than as contained herein and information given by officers and employees of the Company in connection with investors' examination of the Company and the terms of the Capital Raising and, if given or made, such other information or representation should not be relied upon as having been authorised by the Company, the Joint Bookrunners or the Placing Agents.

Each person receiving this Prospectus, prior to delivery hereof, has agreed, and its acceptance hereof constitutes its further agreement, that it will hold the information contained or referred to herein and the transactions contemplated hereby in confidence.

Enforcement of judgments: The Company is incorporated under the laws of England and Wales. It may not be possible for Investors to effect service of process within the United States upon the Company, or any Directors who are not US citizens or residents of the US, or to enforce outside the United States judgments obtained against the Company, or any Directors who are not US citizens or residents of the US, including, without limitation, judgments based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. There is doubt as to the enforceability in the United Kingdom, in original actions or in actions for enforcement of US court judgments, of civil liabilities predicated solely upon US federal securities laws. In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in the UK.

Notice to Investors in the European Economic Area

In relation to each Member State of the European Economic Area ("EEA"), which has implemented the Prospectus Directive (each, a "Relevant Member State") no New Ordinary Shares have been offered or will be offered pursuant to the Capital Raising to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Ordinary Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer to the public in that Relevant Member State of any New Ordinary Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Member State:

• (i) to any legal entity which is a qualified investor as defined under the Prospectus Directive;
• (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Joint Bookrunners for any such offer; or
• (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Ordinary Shares shall result in a requirement to publish a prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State. Each person who initially acquires any New Ordinary Shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with the Joint Bookrunners and the Company that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive or any measure implementing the Prospectus Directive in any Relevant Member State.

For the purposes of this provision, the expression an "offer to the public" in relation to any New Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Capital Raising and any New Ordinary Shares to be offered so as to enable a Shareholder or an Investor to decide to purchase any New Ordinary Shares, as the same may be varied for that Member State by any measure implementing the Prospectus Directive in that Member State.

In the case of any New Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the New Ordinary Shares acquired by it in the Capital Raising have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any New Ordinary Shares to the public other than their offer or resale in a relevant Member State to qualified investors as so defined, or in circumstances in which the prior consent of the Company and the Joint Bookrunners have been obtained to each such proposed offer or resale. The Company, the Joint Bookrunners, the Placing Agents and their affiliates, and others will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Notwithstanding the above, a person who is not a qualified investor and who has notified the Joint Bookrunners or the Placing Agents of such fact in writing may, with the prior consent of the Joint Bookrunners, be permitted to acquire New Ordinary Shares in the Capital Raising.

Information for Investors in Switzerland

This Prospectus and its contents serve for information purposes only and does not constitute an offer. In Switzerland, this Prospectus can only be handed over to qualified investors within the meaning of Art. 10 para. 3 lit. a and b of the Swiss Collective Investment Schemes Act (CISA), such as banks, securities traders, fund management companies, asset managers of collective investment schemes, central banks and regulated insurance institutions. Distribution activities to qualified investors within the meaning of Art. 10 para. 3 lit. c and d and Art. 10 para. 3bis and 3ter CISA or to non-qualified investors are not permitted in Switzerland.

Certain overseas jurisdictions

The New Ordinary Shares have not been and will not be registered under the US Securities Act, or under any relevant securities laws of any state or other jurisdiction in the United States, or under the applicable securities laws of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Subject to certain exceptions, the New Ordinary Shares may not be, offered, sold, resold, reoffered, pledged, transferred, distributed or delivered, directly or indirectly, within, into or in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan, New Zealand or Republic of South Africa (for further information please see "Part XV – Notices to Investors" of this Prospectus).

No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence.

No document in relation to the offer or issue of the New Ordinary Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission (or any other regulatory body in Australia).

No registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the issue of the New Ordinary Shares.

Data protection

The Company may delegate certain administrative functions to third parties and will require such third parties to comply with data protection and regulatory requirements of any jurisdiction in which data processing occurs. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes:

• (a) verifying the identity of any prospective Investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
• (b) carrying out the business of the Company and the administering of interests in the Company;
• (c) meeting the legal, regulatory, reporting and/or financial obligations of the Company in the United Kingdom or elsewhere; and
• (d) disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Where appropriate it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to:

• (a) disclose personal data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective Investors; and
• (b) transfer personal data to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective Investors as the United Kingdom.

If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data. In providing such personal data, prospective Investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective Investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions.

Selling and transfer restrictions

Prospective Investors should consider (to the extent relevant to them) the notices to residents of various countries set out in "Part XV – Notices to Investors".

Forward-looking statements

This Prospectus includes statements that are, or may be "forward-looking statements", within the meaning of securities laws of certain jurisdictions. Such forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this Prospectus may be forward-looking statements, including those which relate to the future prospects, financial position, results of operations, developments and strategies of the Company. The forward looking statements, which may appear in a number of places throughout the Prospectus, are based on the intentions, beliefs or current expectations of the Company and the Board of Directors and are subject to known or unknown risks, uncertainties which could cause actual results, performance and achievements to differ materially from any results, performance or achievements expressed or implied by such forward looking statements. Factors which may cause actual results to differ materially from those expressed or implied by such forward looking statements include, but are not limited to, those described in "Part II – Risk Factors". The Shareholders and prospective Investors should carefully review the "Risk Factors" in Part II of this Prospectus for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision. The Shareholders and prospective Investors should note that nothing in this paragraph is intended to qualify the statements made as to the sufficiency of working capital contained in paragraph 12 in "Part XIV – Additional Information".

Forward-looking statements contained in this Prospectus apply only as at the date of this Prospectus. Subject to any obligations under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules, neither the Company nor the Joint Bookrunners nor the Placing Agents nor any other party intends review or to publish any update of any forward-looking statement, whether as a result of new information, future developments or otherwise.

The information in this Prospectus will be updated as required by the Prospectus Rules. Prospective Investors are advised to read this Prospectus and, in particular, the Summary, "Part VI – Information on the Group", "Part VIII – Operating and Financial Review" and "Part II – Risk Factors" for a further discussion of the factors that could affect the Group's future performance and the industries and markets in which it operates.

Market data

Where information contained in this Prospectus has been sourced from a third party, the Company and the Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Presentation of financial information

The Company publishes its financial statements in UK Pounds Sterling. Unless otherwise indicated, all references to "US dollars" or "US\$" or "\$" are to the lawful currency of the US all references in this Prospectus to "Sterling" or "£" are to the lawful currency of the UK and all references to "Euro" or "€" are to the common currency of the European Union. The abbreviation "£m" represents millions of pounds sterling and references to "pence" and "p" represent pence in the UK.

The financial information presented in a number of tables in this Prospectus has been rounded to the nearest whole number of the nearest decimal place. Therefore, the sum of the numbers in a table may not conform exactly to the total figure given for that table. In addition, certain percentages presented in this Prospectus reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

Historical Financial Information

The historical financial information in this Prospectus (has been prepared in accordance with the requirements of the Prospectus Directive Regulation, the UK Listing Rules and International Financial Reporting Standards as issued by the International Accounting Standards Board and as endorsed for use in the EU ("IFRS").

The historical financial information contained in this Prospectus consists of (i) the consolidated audited financial information of the Group as of, and for the period from, 15 September 2015 to 31 December 2016 and (ii) the consolidated unaudited financial information of the Group as of, and for the period from 1 January 2017 to 30 June 2017.

The historical financial information will not be reconciled with US GAAP (being the body of authoritative literature that comprises accounting and reporting standards in the US, including rules and interpretative releases of the Commission under authority of federal securities laws are also sources of authoritative GAAP for Commission registrants).

No incorporation of website

The contents of the website of the Company at www.arixbioscience.com or of any other person do not form part of this Prospectus.

Definitions

A list of defined terms used in this Prospectus is set out in "Part XVI – Definitions".

Governing law

Unless otherwise stated, statements made in this Prospectus are based on the law and practice currently in force in England and Wales and are subject to changes therein.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Capital Raising	28 February 2018
Publication of this Prospectus and Form of Proxy	28 February 2018
Placing and Offer for Subscription open	28 February 2018
Latest time and date for receipt of applications under the Offer for Subscription	11.00 a.m. on 15 March 2018
Latest time and date for receipt of commitments under the Placing	3.00 p.m. on 15 March 2018
Announcement of the results of the Capital Raising	16 March 2018
General Meeting	10.00 a.m. on 16 March 2018
Announcement of the results of the General Meeting	16 March 2018
Admission and commencement of dealings in New Ordinary Shares on the London Stock Exchange	8.00 a.m. on 20 March 2018
CREST members' accounts credited in respect of New Ordinary Shares in uncertificated form	8.00 a.m. on 20 March 2018
Dispatch of definitive share certificates (where applicable) for New Ordinary Shares in certificated form(3)	within 14 days of Admission
Notes:
(1) All references to time in this Prospectus are to London time unless otherwise stated.

(2) The times and dates in the table above, except for the date of publication of this Prospectus, are indicative only and are subject to change without further notice.

(3) Or as soon as practicable thereafter. No temporary documents of title will be issued. Underlying applicants who apply to Intermediaries for New Ordinary Shares will not receive share certificates.

CAPITAL RAISING STATISTICS

Total number of Ordinary Shares unconditionally issued immediately prior to Admission	96,153,090
Number of New Ordinary Shares in the Firm Placing	24,444,442
Maximum number of New Ordinary Shares in the Placing and Offer for Subscription(1)	20,000,002
Total number of Ordinary Shares in issue following the Capital Raising and Admission(1)	140,597,534
Offer Price per New Ordinary Share	225 pence
Estimated Net Proceeds receivable by the Company(1) (3)	Approximately £95 million
Estimated costs of Capital Raising and Admission(1) (3)	Approximately £5 million
Estimated market capitalisation of the Company at the Offer Price following Admission(1) (2)	£316 million
Ticker symbol	ARIX
SEDOL Code of the Ordinary Shares	BD04507

Note:

(1) Assuming the Placing and Offer for Subscription is fully subscribed.

(2) The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time. There can be no assurance that the market price of any Ordinary Share will equal or exceed the Offer Price.

(3) Assuming all incentive discretionary fees are paid in full to the Joint Bookrunner and WG Partners.

PART IV

DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Jonathan Peacock, Chairman Christopher Thomas Evans, Deputy Chairman Joseph Anderson, Chief Executive Officer James Hedley Rawlingson, Chief Financial Officer Franz Bernhard Humer, Senior Independent Non-Executive Director David Charles U'Prichard, Independent Non-Executive Director John Matthew Patrick Hutton of Furness, Independent Non-Executive Director Trevor Mervyn Jones, Independent Non-Executive Director Meghan Mair FitzGerald, Independent Non-Executive Director Giles Kerr, Independent Non-Executive Director
Company Secretary	Robert Lyne
Registered Office and Business Address	20 Berkeley Square London W1J 6EQ United Kingdom
Global Coordinator and Joint Bookrunner	Jefferies International Limited Vintners Place 68 Upper Thames Street London EC4V 3BJ United Kingdom
Joint Bookrunner	Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET United Kingdom
Intermediaries Adviser	Scott Harris UK Limited New Court, St. Swithin's Lane, London EC4N 8AL United Kingdom
Legal advisers to the Company as to English and US law	Brown Rudnick LLP 8 Clifford Street London W1S 2LQ United Kingdom
	One Financial Center Boston MA 02111 United States
Legal advisers to Joint Bookrunners as to English and US law	Hogan Lovells International LLP Atlantic House Holborn Viaduct London EC1A 2FG United Kingdom

Reporting Accountants	PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH United Kingdom
Registrar	Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom
Auditor	PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT United Kingdom

PART V

LETTER FROM THE CHAIRMAN OF ARIX BIOSCIENCE

Registered office: 20 Berkeley Square London W1J 6EQ United Kingdom

Dear Shareholder

Proposed Firm Placing of 24,444,442 New Ordinary Shares, the Placing and Offer for Subscription of up to 20,000,002 New Ordinary Shares at 225 pence per New Ordinary Share

and

Notice of General Meeting

Introduction

The Company announced on 28 February 2018 that it intends to raise gross proceeds of up to approximately £100 million (approximately £95 million Net Proceeds) in the Capital Raising by way of a Firm Placing, Placing and Offer for Subscription issuing up to 44,444,444 New Ordinary Shares at an issue price of 225 pence per New Ordinary Share (the "Offer Price"). The Offer Price represents a 14.5 per cent. premium to the closing price of 196.5 pence per Ordinary Share on the Latest Practicable Date.

The Capital Raising is conditional upon, amongst other things, the passing of the Resolutions by the Shareholders at the General Meeting.

The purpose of this letter is to:

• set out the background to, and the reasons for, the Capital Raising;
• explain the Resolutions and the reasons why the Board considers these to be in the best interests of the Company and its Shareholders as a whole; and
• recommend and seek approval for the Resolutions at the General Meeting.

Accordingly, Shareholders are asked to approve the Resolutions at the General Meeting which has been convened for 10.00 a.m. on 16 March 2018 at Brown Rudnick LLP, 8 Clifford Street, London W1S 2LQ. Details of the Resolutions are set out in Part XVII of this Prospectus. Irrevocable undertakings to vote in favour of the Resolutions have been given by certain Existing Shareholders including the directors of in aggregate 52,504,193 Ordinary Shares representing 54.6 per cent. of all Ordinary Shares in issue and representing 59.2 per cent. of the Ordinary Shares that are not Restricted Shares and are entitled to vote.

Background to and reasons for the Capital Raising

The business strategy

Arix Bioscience is a global healthcare and life science company focused on generating value from the development and commercialisation of innovative technologies and discoveries. The Group was formed in response to opportunities in the healthcare and life science sector brought by the growing number of new therapies and technologies, driven by scientific innovation. Such innovation is increasingly led by small innovative businesses, and Arix Bioscience aims to provide a solution to the volatility of the funding market available to such businesses, as well as assist with operational and strategic support.

Progress since IPO

Since the Company's IPO in February 2017, the Group has made significant progress in executing its business strategy. The Group has acquired direct equity interests in a further eight innovative businesses addressing important areas of unmet medical need and has actively supported its Group Businesses to reach development milestones. The Group has also hired key talent and built a scalable business infrastructure capable of supporting the future growth of its business.

Key highlights include:

• Successful deployment of capital into a further eight innovative businesses at varying stages of development addressing important areas of unmet medical need, taking equity interests in the following new Group Businesses:
• On 18 May 2017, Arix Holdings led the \$65 million Series B financing round for Iterum Therapeutics Limited, investing and committing a total of £9.4 million for a fully diluted equity interest of 8.4 per cent. and a seat on the board of directors;
• On 25 May 2017, Arix US co-led the \$45 million Series B financing round for Harpoon Therapeutics, Inc., investing and committing a total of £8.5 million for a fully diluted equity interest of 12.4 per cent. and a seat on its board of directors;
• On 22 June 2017, Arix US participated in the \$20 million Series A financing round for Mitoconix Bio Limited, investing and committing a total of £3.1 million for a fully diluted equity interest of 9.0 per cent. and a position of observer to its board of directors;
• On 28 June 2017, Arix US led the \$45 million Series B financing round for LogicBio Therapeutics, Inc., investing and committing a total of £7.9 million for a fully diluted equity interest of 15.4 per cent. and a seat on its board of directors;
• On 27 July 2017, Arix Holdings co-led the \$29 million Series A financing round for PreciThera, Inc., investing and committing a total of £6.1 million for a fully diluted equity interest of 23.4 per cent. and a seat on its board of directors;
• On 2 August 2017, Arix US participated in the \$67 million Series C financing round for Amplyx Pharmaceuticals, Inc., investing and committing a total of £4.7 million for a fully diluted equity interest of 3.8 per cent. and a position of observer to its board of directors;
• On 4 December 2017, Arix Holdings led the \$30 million Series F financing round for Atox Bio, Inc. investing and committing a total of £6.2 million for a fully diluted equity interest of 6.4 per cent. and a seat on its board of directors; and
• On 20 December 2017, Arix Holdings co-led the \$30 million Series C financing round for Aura Biosciences, Inc. investing and committing a total of £3.8 million for a fully diluted equity interest of 6.6 per cent. and a seat on its board of directors.

To date, the Group has acquired direct interests (through either Arix US or Arix Holdings) in a total of 13 Group Businesses, in the following areas:

Oncology	Autolus	octions	HARPOON Therapeutic	aura
Infectious Diseases	CITERUM	amplyx		Ato *Bio
Gene Therapy & Orphan Diseases	LogicBio	PRECITHERA	IIIOptiKira	Miloconix
Respiratory	Verona Pharma
Technology Platforms

• Actively supported Arix Group Businesses to reach developmental milestones, including:
• Autolus Limited: Initiated clinical trials for three of its lead development programmes, and a fourth development programme is expected to enter clinical trials in the first quarter of 2018. Since the IPO, Autolus has reached the final milestones agreed in its Series B financing round, and successfully completed a new \$80 million Series C financing round in which Arix participated at an approximate 50 per cent. step up in valuation.
• Artios Pharma Limited: Appointed Graeme Smith, formerly of KuDOS and Astra Zeneca and co-inventor of the first approved DNA Damage Response (DDR) inhibitor Lynparza™ (olaparib), as Chief Scientific Officer. In addition, Artios Pharma has established a Scientific Advisory Board comprised of world-leading experts from across Europe and the United States, in the fields of DDR, DNA genetics and drug discovery.
• Amplyx Pharmaceuticals, Inc.: Published data from two Phase I clinical studies and five non-clinical studies which demonstrated its lead candidate is safe, well-tolerated and effective against a broad range of fungal pathogens including the potentially deadly Candida auris and Aspergillus.
• Harpoon Therapeutics, Inc.: Announced collaboration with AbbVie to incorporate Harpoon's novel tri-specific T-cell activating construct (TriTAC) platform with AbbVie's research-stage immune-oncology targets to develop innovative cancer therapies. Financial terms were not publicly disclosed, but the collaboration with AbbVie has resulted in an approximate 25 per cent. increase in the valuation of Arix US' current equity stake in Harpoon.
• Verona Pharma plc: Published Phase IIa clinical trial data demonstrating statistically significant and clinically meaningful improvement in peak lung function and a faster onset of action when Verona Pharma's RPL554 was added to tiotropium (Spiriva®), one of the most commonly used drugs to treat COPD, versus tiotropium alone. In addition, in May 2017 Verona Pharma successfully listed on the NASDAQ Global Market and raised an additional \$80 million to fund further development.

In addition to what has already been achieved, Arix Bioscience anticipates that there will be a number of important development milestones for its Group Businesses over the next 18 months, including:

Sources: Company announcements, presentations and public statements

In addition to the anticipated events listed above, which collectively have the potential to significantly increase the value of Arix's Group Business holdings, other value-creating events are possible, including inter alia third-party financings, corporate deals, mergers and acquisitions, and IPOs.

Arix Bioscience has continued to make good progress in its strategic partnerships with global pharmaceutical companies Takeda and UCB. The management team of Arix Bioscience has held regular meetings with Takeda and UCB to progress areas of mutual interest. UCB also placed a secondee for a period of six months with Arix Bioscience's team. Following the success of these existing agreements, Arix Bioscience has entered into strategic partnerships with Fosun International Limited ("Fosun") and Ipsen Pharma SAS ("Ipsen"). Further details are set out in paragraph 17.10 of "Part XIV – Additional Information". These new partnerships round out a strong set of industry partners that will form an important focus to Arix Bioscience's activities in the years ahead. On 7 February 2018 and 19 February 2018 respectively, each of Fosun and Ipsen agreed, pursuant to irrevocable undertakings, to subscribe for New Ordinary Shares in the Firm Placing for an amount of £25 million and £15 million respectively subject to the terms and conditions set out in this document.

Arix Bioscience has also engaged actively with its research accelerator partners, Max Planck LDC in Germany and BioMotiv in the United States as well as with its university relationships to maintain privileged access to potential opportunities.

Since its IPO, the Group has seen a strong flow of potential opportunities to acquire additional Group Businesses through the Group's network of professional contacts, including venture capital firms, industry operators and intermediaries, as well as the relationships with our strategic partners, accelerators and universities. Since the company commenced operations in December 2015, Arix has seen 845 potential opportunities. The breakdown of these potential opportunities by the type and geography of the sources is as follows:

Arix Bioscience has also continued to leverage its fund management capability. Since the IPO, Arthurian Life Sciences invested £5 million directly in the Wales Life Sciences Investment Fund LP, and in doing so has become a limited partner. Arthurian Life Sciences has (with the consent of the WLSIF) agreed to transfer its limited partnership interest in the Wales Life Sciences Investment Fund LP to ALS SPV Limited, conditional upon completion of its valuation exercise. Therefore, in addition to management fees and carried interest, Arix Bioscience will benefit indirectly from any future financial returns the Wales Life Sciences Investment Fund LP may generate.

Since the IPO, Arix Bioscience has appointed two additional, highly experienced Non-Executive Directors, Giles Kerr and Meghan Fitzgerald and also hired a general counsel and a communications director. In addition, the Company has put in place further operational and governance structures including a new executive committee. Overall, Arix Bioscience has built a scalable business infrastructure, with a strong, broad team and corporate structure capable of supporting the future growth of the business.

As at 31 December 2017, the Group had a cash balance of £74.9 million (adjusted for cash movements). In aggregate, the Company has deployed and committed capital for the purposes of acquiring direct interests in Group Businesses as follows:

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The figures referring to the current balance sheet valuation are unaudited.

*Autolus' Series C financing resulted in a valuation uplift for the Company of approximately 50 per cent. **A collaboration agreement between Harpoon and AbbVie Inc. to develop novel T-cell engager therapies resulted in an increase in the valuation of the Arix US's holding in Harpoon Therapeutics by approximately 25 per cent.

Save for Autolus Limited and Harpoon Therapeutics, Inc., the value of the Group's interests in the Group Businesses is, as shown on the Company's consolidated balance sheet, equal to the foreign-exchange adjusted acquisition cost or, in the case of public company Group Businesses, the market price.

Reasons for the Capital Raising and use of proceeds

Arix Bioscience has made significant progress since IPO in successfully deploying and committing capital, advising in the strategic and operational development of its Group Businesses, cultivating strategic partners and other sources of potential opportunities, leveraging the fund management capability, and building a scalable infrastructure capable of supporting the future growth of the business.

Against this backdrop, the Group continues to see substantial opportunities to generate value from the development and commercialisation of innovative technologies and discoveries. Further details on the current pipeline of Arix Bioscience are set out in paragraph 9 of "Part VI – Information on the Group."

Arix Bioscience applies a cash reserve policy which means that all financial and existing contingent commitments relating to existing Group Businesses are met from existing cash reserves. Therefore, it is intended that the Net Proceeds of the Capital Raising will be used for:

• acquiring interests in new Group Businesses; and
• providing funding to support the expansion of its existing and new Group Businesses in the healthcare and life science sector, in excess of current contingent commitments.

This should allow Arix Bioscience to take further advantage of its strong deal pipeline and so bring to market additional medical and therapeutic innovations to the benefit of patients and to grow shareholder value.

Principal terms of the Capital Raising

The Directors have given careful consideration to the structure of the proposed fundraising and have concluded that the Capital Raising is the most appropriate structure for the Group and its Shareholders. Existing Shareholders who have agreed to take up certain of the New Ordinary Shares pursuant to the Firm Placing together hold 39.8 per cent. of the Existing Ordinary Shares as at the Latest Practicable Date.

The Placing and Offer for Subscription provides an opportunity for both Existing Shareholders as well as new Investors to participate in the Capital Raising. New Ordinary Shares placed pursuant to the Placing and Offer for Subscription constitute approximately 45.0 per cent. of the maximum number of New Ordinary Shares made available under the Capital Raising.

Further details of the terms and conditions of the Capital Raising are set out in Part XII.

Firm Placing

The following Firm Placees have agreed to subscribe for New Ordinary Shares in the Firm Placing pursuant to irrevocable undertakings (further details of which are set out in Paragraph 17.14 of Part XIV of this document), for the following amounts:-

Firm Placees	Amount (£)
Fosun Industrial Holdings Limited	24,999,999.75
Ipsen Pharma SAS	14,999,998.50
UCB Ventures SA	3,999,998.25
Takeda Ventures, Inc.	5,999,998.50
WIM Funds	4,999,999.50 –––––––––––––
TOTAL	£54,999,994.50
	––––––––––––– –––––––––––––

Impact of the Capital Raising

1.1 Financial impact

The Capital Raising will result in an increase in cash of approximately £95 million (assuming the Capital Raising is fully subscribed) with a corresponding increase in the net assets of the Group.

1.2 Dilution

Existing Shareholders who do not participate in the Capital Raising will suffer a dilution of approximately 31.6 per cent. to their shareholding in the Company, assuming the maximum number of New Ordinary Shares are issued under the Capital Raising.

Resolutions to be voted at the General Meeting

Part XVII of this Prospectus contains a notice to convene the General Meeting. The Shareholders passed certain resolutions at the Company's last annual general meeting on 5 June 2017 (the "AGM Resolutions") pursuant to which an authority was granted to the Board to allot Ordinary Shares and disapply pre-emption rights representing no more than 5 per cent. of the company's issued share capital. However, as the number of New Ordinary Shares exceeds the authority granted by the AGM Resolutions, the Shareholders are asked to approve the Resolution (the full text of which is set out in the Notice of the General Meeting) to authorise the Board to allot the New Ordinary Shares and to disapply the pre-emption rights for such allotment for the purposes of the Capital Raising.

Resolution 1 – authority to allot the New Ordinary Shares for the purposes of the Capital Raising

Resolution 1 is an ordinary resolution as required by section 551 of the Companies Act which will, if passed, authorise the Directors to allot the New Ordinary Shares pursuant to the Capital Raising.

Resolution 2 – Disapplication of pre-emption rights for the issue of the New Ordinary Shares

Resolution 2 is a special resolution as required by section 570 of the Companies Act and is conditional on the passing of Resolution 1. If passed, Resolution 2 will disapply the statutory pre-emption rights in relation to the allotment of equity securities pursuant to the Capital Raising. The maximum amount of equity securities to which the disapplication will apply is 44,444,444 New Ordinary Shares.

The Resolutions will (if passed) grant authority to the Board to allot New Ordinary Shares and disapply the pre-emption rights in addition to the authority granted by the AGM Resolutions.

Irrevocable Undertakings to approve the Resolutions

In addition to the statement of the Directors set out below, certain Existing Shareholders including the Directors have irrevocably undertaken to the Company to vote in favour of the Resolutions to be proposed at the General Meeting, in respect of their aggregate beneficial holdings totalling 52,504,193 Ordinary Shares (excluding all Restricted Shares), representing approximately 54.6 per cent. of the Ordinary Share capital of the Company as at the Latest Practicable Date.

Further details on the Irrevocable Undertakings are set out in Paragraph 17.14 of "Part XIV – Additional Information".

Taxation

Certain information about UK and US taxation in relation to the Capital Raising is set out in "Part XIII – Taxation" of this Prospectus. If you are in any doubt as to your tax position, or you are subject to tax in a jurisdiction other than the UK or the US, you should consult your own independent tax adviser without delay.

Action to be taken

You will find enclosed with this Prospectus a Form of Proxy for use at the General Meeting or any adjournment thereof. Whether or not you propose to attend the General Meeting in person, it is important that you complete and sign the Form of Proxy in accordance with the instructions printed on it and return it by post or by hand (during normal business hours) to Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or in accordance with the reply paid details, as soon as possible and, in any event, so as to be received not later than 10.00 a.m. on 14 March 2018. The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending the General Meeting and voting in person, if you so wish.

Further information and risk factors

Your attention is drawn to the further information set out in "Part II – Risk Factors" and "Part XII – Details of the Capital Raising" of this Prospectus. In addition, your attention is drawn to the section entitled "Risk Factors" at the front of this Prospectus after the section entitled "Summary". You are advised to read the whole of this Prospectus, and the documents incorporated by reference, and not to rely solely on the information contained in this letter.

Directors' interests

Information on the Directors' interests is set out in Paragraph 6 of Part XIV – "Additional Information" of this Prospectus.

Directors' participation

Jonathan Peacock, Chairman, intends to participate by subscribing for New Ordinary Shares in the Placing for an aggregate amount of circa £200,000.

Recommendation

The Board considers the Capital Raising and the passing of each of the Resolutions to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of each of the Resolutions to be put to the General Meeting as they intend to do in accordance with their Irrevocable Undertakings, or procure, in respect of their own beneficial holdings, amounting in aggregate to 4,035,285 Ordinary Shares (excluding all Restricted Shares), representing approximately 4.2 per cent. of the Existing Ordinary Shares. Irrevocable undertakings to vote in favour of the Resolutions have been given by certain Existing Shareholders totalling 52,504,193 Ordinary Shares (excluding the Restricted Shares), representing 54.6 per cent. of the Ordinary Shares.

Yours sincerely

Jonathan Peacock, Chairman

PART VI

INFORMATION ON THE GROUP

1. OVERVIEW

Arix Bioscience is a global healthcare and life science company focused on generating value from the development and commercialisation of innovative technologies and discoveries. The Company was formed in response to opportunities in the healthcare and life science sector brought by the growing number of new therapies and technologies, driven by scientific innovation. Such innovation is increasingly led by small innovative businesses, and the Company's aim is to provide a solution to the volatility of the funding market available to such businesses. Simultaneously, the unique combination of the experience and skill-set of Company's Senior Leadership Team enables the Company to take advantage of the opportunities afforded by these market developments whilst providing strategic and operational direction to assist such Group Businesses towards successful commercialisation and creation of value.

The Company's business model is to source, finance and develop high quality healthcare and life science businesses globally that deliver or seek to deliver innovative therapies to patients. Combining its broad access to innovative science, the collective internal management experience and effective use of funding, the Company believes that it is well placed to generate significant value in the innovative healthcare and life science businesses with which it partners ("Group Businesses").

The Company carries out its strategy by:

• sourcing innovative technologies and discoveries to become Group Businesses from a rich pipeline of opportunities derived from multiple sources;
• providing strategic and operational direction to Group Businesses in order to generate significant value by:
• assisting Group Businesses towards successful commercialisation;
• assisting with scientific and regulatory support to Group Businesses, including the planning, resourcing and execution of clinical trials;
• reviewing and enhancing the capabilities of the management and leadership of Group Businesses;
• assisting Group Businesses in obtaining financing throughout the life cycle of their development.

The Directors believe that Arix Bioscience is differentiated within the healthcare and life science sector by:

• its scalable business model based on its extensive contractual, privileged and informal networks throughout Europe and the US;
• the ability to provide and source capital to enable the long-term support of Group Businesses;
• the unique combination of entrepreneurial, management, financing and operating skills embodied in the Senior Leadership Team; and
• its ability to add value to Group Businesses by providing high-quality services as a stakeholder to which they may otherwise have no access.

The Company has a very experienced Senior Leadership Team consisting of Dr Joseph Anderson, Chief Executive Officer, Jonathan Peacock, Chairman and Professor Sir Christopher Evans, Deputy Chairman. Each provides the Company with highly complementary skills covering a wide range of healthcare and life science disciplines from academic science, through clinical and commercial strategy, company operations to venture capital, M&A and corporate finance. Collectively, they have founded, financed, developed and operated multiple life science companies, both large and small, and have contributed to the creation of substantial value for shareholders.

2. MARKET OPPORTUNITY

Recent years have seen significant innovation in the healthcare and life science sector. The worldwide peak sales potential of newly US Food and Drug Administration ("FDA") – median peak sales of approved drugs rose from \$22.5 billion in 2011 to \$57 billion in 2015 and \$49.7 billion in 2017 which suggests that innovation also drives economic opportunity. Between 2010 and 2017, there have been a number of breakthroughs in the healthcare and life science sector including:

• the approval of ipilimumab (Yervoy) by the FDA for the treatment of melanoma in March 2011;
• the grant of investigational new drug ("IND") status for PVS-RIPO for glioblastoma by the FDA in 2011;
• the FDA approval for Kalydeco in January 2012 as the first treatment for cystic fibrosis targeting defective CFTR gene;
• the European Commission approval of the gene therapy Glybera (alipogene tiparvovec), a treatment for patients with lipoprotein lipase deficiency suffering from recurring acute pancreatitis in 2012;
• the FDA approval for Sovaldi in December 2013 as the cure for chronic hepatitis C;
• the test for relapsed or refractory acute lymphoblastic leukemia of CD19 CAR T-cell therapy in October 2014;
• the FDA approval for Opdivo, an immunotherapy drug for the treatment of melanoma in December 2014;
• the release of clinical data showing very powerful cholesterol-lowering effects of mAbs against PCSK9 in March 2015;
• the advent of the novel highly specific CRISPR genome-editing technique since 2015 for use in perfecting animal disease models, and in developing a new class of human therapeutics;
• the announcement of the world's first new antibiotic in 30 years in the US in 2015;
• the announcement of Gilead's acquisition of Kite Pharma, a clinical-stage biopharmaceutical company focused on the development and commercialisation of novel cancer immunotherapy products for \$11.9 billion in August 2017; and
• the FDA approval of Kymriah, for acute lymphoblastic leukaemia, the first ever CAR-T approved product in August 2017.

The Company believes this has been largely driven by increased focus on commercialisation of novel technologies at universities, the entrepreneurial environment of smaller companies, regulatory developments, and selected enhancements in the availability of capital to fund research and development.

The Center for Drug Evaluation and Research approved 46 novel drugs in 2017, which is a 10-year high and exceeds the 10 year average of 31 novel drugs per year.

In support of future product development, the number of global life science patents granted rose to 59 thousand patents in 20141 , also an all-time high. The regulatory changes which have also been contributing to these records include the Adaptive Pathways (2014) programme by the European Medicines Authority and the Breakthrough Therapies (2012) designation by the US FDA.

A number of regulatory changes have also had a positive impact upon the healthcare and life science landscape encouraging innovative development including:

• the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, commonly known as the Affordable Care Act signed with comprehensive health insurance reforms in March 2010 in the US;
• the Jumpstart our Business Startups Act, commonly known as the JOBS Act, signed in April 2012 in the US;
• the Generating Antibiotic Incentives Now Act, commonly known as the GAIN Act, signed in July 2012 in the US;
• the FDA created a breakthrough drug designation in the US in July 2012;
• the National Institute for Health and Care Excellence was established in legislation in England in April 2013;
• the finalised revision of the orphan drug regulation of 1992 was made in the US in July 2013;
• the European Medicines Agency launched Adaptive Pathways pilot in March 2014;
• the UK's House of Commons approved mitochondrial DNA replacement therapy in February 2015; and
• the new Clinical Trial Regulation in the EU which came into effect in May 2016.

The Company believes that the number of new product approvals is likely to remain high for the foreseeable future.

New product approvals have been primarily originated by small companies, with approximately twothirds of all drugs approved since 2010 discovered by such entities.2

As the development of new pharmaceuticals is a lengthy and capital-intensive process, small companies are highly dependent on external capital to fund their research and bring their new molecular entities ("NMEs") to the market. Whilst the capital is typically used for similar processes, for example to test product candidates for clinical efficacy, safety, suitable exposure and convenience of administration characteristics, the actual trial designs will vary significantly from one product candidate to another.

¹ Source: WIPO IP Statistics Data Centre.

² FDA, BLA, HBM; small companies defined as those ranked below the Top 30 pharma companies in global sales.

Small companies, in particular, are expected to benefit from not only the external capital to fund such research, but also the guidance that a sophisticated strategic advisor can provide on the use of such resources.

In addition, despite improvements in some areas, the availability of capital to fund research activities is volatile and dependent on many factors outside of the control of the drug developer. The Directors believe that the volatility in funding markets for healthcare, as illustrated in the graph below, provides opportunities for the Company in the healthcare and life science sector.

Biotechnology Report 2017 "Beyond Borders – Staying the course" by Ernst & Young

As such, the Company believes that there is a significant need for a more flexible approach to funding drug development and that relaxing the application of capital to the development cycle will lead to more efficient development of novel drugs, and improved outcomes for patients and payers. In the context of a global pharmaceutical market worth approximately \$800 billion3 in 2016, the Company believes that potential high-impact new drugs in need of strategic, operational and financial resources will remain a structural feature of the market due to existing limited approaches to sourcing and support of such opportunities.

The Company also believes that innovation in the healthcare sector is delivering value for shareholders as illustrated in the graph below:

³ EvaluatePharma June 2017.

3. BUSINESS STRATEGY

Arix Bioscience's business strategy is to source, finance and develop breakthrough innovative technologies and discoveries in the healthcare and life science sector worldwide. The Company executes its strategy by sourcing world class innovation from a rich pipeline of opportunities. The pipeline of opportunities is derived from four key sources (set out in more detail below):

• personal and professional networks;
• academia;
• research accelerators; and
• fund managers.

The Company continues to enhance the breadth of each of these four sources both as a result of the availability of proceeds from its initial public offering ("IPO") the publicity that derived from the admission of the Ordinary Shares to trading on the Main Market of the LSE in February 2017. The Company expects to continue developing its sources following the Capital Raising and Admission.

Once an attractive opportunity is identified, the next phase of the strategy is for the Company to work with the originator of the innovation to create a strategic and operational plan. This plan is ultimately focused on generating significant value for Shareholders by steering the nascent opportunity towards successful commercialisation. As each milestone of the strategic and operational plan is achieved, the Company may provide funding and financial support through a combination of capital investment and by leading or participating in external funding rounds.

The Company's strategy is the on-going strategic and operational development of Group Businesses. The Company is actively involved in supporting the development of each Group Business. The combination of, inter alia, the Company's management support for the development of the Group Business clinical and commercial plans, guidance on capabilities resourcing, governance, and sourcing of further funding does, and will continue to, facilitate each Group Business in achieving the key milestones set-out in its strategic and operational plan ultimately achieving commercialisation.

3.1 Sourcing opportunities

The Company sources breakthrough technologies and innovations as follows:

• Personal and Professional Networks: the Senior Leadership Team, along with other Directors and key personnel of the Group, bring high quality and extensive networks of personal, professional and industry contacts (including an extensive network of scientists and key opinion leaders in medicine both inside and outside pharmaceutical corporates);
• Research accelerators such as BioMotiv and Lead Discovery Centre GmbH ("LDC") provide the Company with a constant, "renewable" source of opportunities:
• BioMotiv: Arix Bioscience has privileged access to innovations from leading US institutions and universities through BioMotiv, which partners with the Harrington Discovery Institute, a non-profit organisation operating in the US and the UK that awards Scholarships to physician-scientists at academic institutions. BioMotiv and the Harrington Discovery Institute together comprise the Harrington Project for Discovery and Development (further details of which are set out below in sub-paragraph 5.3(a));
• LDC: Arix Bioscience has entered into a strategic partnership agreement with LDC enabling it to obtain access to a range of opportunities in German universities (further details of this arrangement are set out below in sub-paragraph 5.3(b)). LDC was jointly developed by Max Planck Innovation GmbH and the Max Planck GesellschaftzurFörderung der Wissenschaftene.V.; and
• Academia: privileged agreements as a preferred partner with leading universities and other academic and research institutions in developed countries around the world provide direct access to innovative technologies, ahead of third parties (further details of which are set out below in sub-paragraph 5.5);
• Major pharmaceutical companies: the Company takes advantage of the strategic agreements entered into between the Group, UCB S.A., Takeda Ventures, Inc., Fosun Industrial Holdings Limited and

Ipsen Pharma SAS (details of which are set out in sub-paragraph 5.6) to obtain access to new opportunities; and

● Fund managers: the Company maintains contractual relationships with, or looks to acquire interests in, fund managers who can provide the Group with a source of innovative opportunities to be developed as potential Group Businesses, such as Arthurian Life Sciences (further details of which are set out below in sub-paragraph 5.7).

The Company believes that these sources offer the Group a rich pipeline of innovative technologies. The Group also intends to increase the number of partnerships with research organisations (including academia and research accelerators) with select, leading, commercially-minded research organisations from around the world as well as pursue contractual relationships with more fund managers and pharmaceuticals globally.

3.2 Development funding

The Company supports its Group Businesses while maintaining appropriate capital discipline within an operationally efficient model. Accordingly, the Company provides scale-up working capital to its Group Businesses at various stages when there is a compelling clinical or commercial rationale for so doing.

The Company's ability to raise finance throughout the life cycle of a Group Business (whether early stage research funding, growth capital or later stage development capital) should mean that its Group Businesses are cushioned against the volatility in funding for healthcare and life science companies. The Group may fund Group Businesses directly from its own cash resources, attract co-investors or assist them in obtaining third party financing. The Group therefore offers significant flexibility in financing the Group Businesses. The ownership stakes of the Group in the Group Businesses may vary from minority to majority stakes to wholly owning the Group Businesses. The Directors believe that the rigorous selection process of the Group Businesses coupled with the strategic and operational oversight together with the unique combination of skillset and experience of the Senior Leadership Team should encourage third party institutional investors to invest alongside the Company. The Company entered into a strategic agreement with UCB S.A., a major European pharmaceutical company in relation to opportunities in therapeutic areas including fields of immunology, neurology and bone. In addition, the Company also entered into a similar arrangement with Takeda Ventures, Inc. in relation to opportunities in the area of oncology and gastro-intestinal diseases. Takeda Ventures, Inc., another major pharmaceutical company, also has access to any Group Business outside these areas subject to the Board's discretion. Pursuant to such strategic agreements, the Company has formed a joint advisory committee with each of UCB S.A. and Takeda Ventures, Inc. to identify potential Group Businesses, share ideas and due diligence, promote R&D and seek to build companies in areas of common interest.

Compared to other types of financing arrangements, the Company believes that its financing structure should allow Group Businesses greater freedom to develop the technologies by affording more certainty in relation to the availability and timing of funding as and when required without unduly distracting management teams from the development of the technologies.

The Group formulates an appropriate financing strategy for each Group Business alongside a plan for its operational development with a view to ensure that the Group Business has adequate funding to efficiently implement each phase of its operational development plan.

3.3 Operational and strategic development

The purpose of the Group's operational and strategic direction over the Group Businesses is to drive the commercialisation and creation of value from the operations of the Group Businesses.

The Group actively engages in every stage of the operational and scientific development of the Group Businesses utilising the collective experience of its Senior Leadership Team to provide strategic, operational direction and scientific expertise to the Group Businesses, including the following:

• supporting the management of each Group Business to execute their clinical development and commercialisation plans;

• providing input to the management in evolving the operating model and resourcing of the Group Business;

• assisting each Group Business in preparing for and sourcing further funding; and

• ensuring strong governance at a management and board level of certain Group Businesses.

3.4 Commercialisation and value realisation

The ultimate objective of the Company's business strategy is to drive each Group Business towards value inflection points and successful commercialisation. Inherent in the Company's commercialisation strategy is a belief that realisation of Group Businesses should not be attempted until significant value has been achieved. The Company's business strategy in relation to the realisation of value from its Group Businesses is not defined or restricted by any specific timeline, the amount of working capital allocated to any Group Business or a requirement to spread financial risks. The development time of each technology or discovery varies considerably in the healthcare and life science industry, particularly given that regulatory approvals need to be secured before the product can reach the market, and accordingly, the Company utilises a range of avenues for value realisation, including, but not limited to, commercial revenues, initial public offerings, trade sales (in whole or in part), licensing arrangements, joint ventures or return on equity from continued ownership of profitable Group Businesses.

4. BUSINESS MODEL

Arix Bioscience's primary business objective is to be a global healthcare and life science company focusing on the sourcing, financing, development and commercialisation of innovative technologies and discoveries. In addition, the Group provides asset management services, through Arthurian Life Sciences Limited, its regulated subsidiary. Arthurian Life Sciences is the fund manager of The Wales Life Sciences Investment Fund.

Arix Bioscience's business model is premised on the understanding that although inventors and academic institutions have the technology and knowledge to create innovative products, they may lack (i) the experience to create successful operational as well as clinical development-focused plans to commercialise their products; and (ii) the funding required to implement commercialisation plans.

Arix Bioscience can assist new and promising healthcare and life science businesses in both of these areas. It does so through the sourcing and identification of promising technologies, the arrangement of appropriate financing for those technologies and experienced board-level oversight of the structured development of the technologies and, ultimately, their commercialisation.

This should be to the advantage of both:

• the inventors and/or owners or managers of the technologies, to whom Arix Bioscience and its management can act as a scientific consultant as well as a provider and arranger of financing, and
• third party finance providers, to whom Arix Bioscience can effectively act as an introducer and through ALS, as a specialist asset manager, as well as providing an expert assessment of the scientific potential of specific opportunities.

Instead of charging fees for its services, the Group generally takes equity stakes in the businesses that it helps develop, with the inventors of the technology (and, where appropriate, their academic institution) and, if relevant, third party co-investors, holding the remaining equity. The Group often holds minority stakes, but with rights (including board seats) which entitle it to take a leading role in the oversight and development of the relevant technology. To the extent that a Group Business requires third party financing, Arix Bioscience can participate in, and potentially help lead funding rounds as it deems appropriate.

The business model is based on the utilisation of the Company's sources, in-house infrastructure together with its external network of advisers and experts so as to deploy its funds and increase the number of high-quality Group Businesses.

4.1 Identifying and sourcing potential Group Businesses

Arix Bioscience intends to continue growing its existing sources of opportunities. In particular, the Company maintains contact with research organisations with which it has entered into agreements. The Group's scientific and commercial experts visit the universities regularly and in addition the Company's Senior Management Team has frequent interaction with university technology transfer personnel, professors, deans, post-doctorate students, academics and researchers.

In conjunction with the regular interaction with the universities, the senior management of the Company is continuously nurturing the contacts within their personal and professional networks.

The breakdown by sources of the technologies currently under review by the Group demonstrates the breadth of Group's network through which opportunities can emerge. As at 31 December 2017, of the 845 opportunities that the Group examined since September 2015, 272 opportunities were introduced by contacts of the management of Arix Bioscience, 138 were referred through academia (whether directly or via a research accelerator), 205 resulted from contacts with intermediaries through the professional network of the management and Senior Leadership Team of the Group, 94 businesses approached the Group directly and 136 were the result of in-house research within the Group.

4.2 Evaluating potential Group Businesses

Every opportunity introduced to the Group through one of its sources is subject to a rigorous evaluation process and is categorised as "preliminary", "intermediary" or "final" level opportunity as follows:

"Preliminary" level opportunity

Opportunities introduced to the Group through one of the Company's established sources are subject to a "triage-type" initial high level assessment as a result of which approximately 75 per cent. of them are expected to be rejected. The remaining projects are then categorised as "preliminary" level opportunities and are further examined according to the following criteria:

• whether the technology has a potential sizable market;
• are there any competing technologies known to be under development;
• at what stage of development is the technology;
• basic assessment of intellectual property rights; and
• vetting of the management team of the business entity owning the technology.

"Intermediate" level opportunity

An opportunity which having passed the "preliminary" level criteria is categorised as an "intermediate" level opportunity and subject to more detailed assessment. At this stage, the Group typically enters into a confidentiality agreement to review more substantial information in relation to proprietary technology. This involves a screening by the Senior Leadership Team and management team, direct consultation with the inventor(s), and technical and scientific validation by the Group's network of key opinion leaders (such as the BioMotiv Advisory Board and relevant universities). The Group generally assigns more resource (financial as well as personnel) to the evaluation of "intermediate" level opportunities to ascertain the following:

• whether the technology has breakthrough quality and an assessment of the potential commercial value;
• if the scientific base of the proposal is sound;
• ownership of intellectual property rights in relation to the technology (including patentability, "freedom to operate" and identifying if any third party intellectual property rights are necessary for the further development and ultimate commercialisation of the innovation);
• assessment of the feasibility of the development of the technology from a regulatory perspective (in particular whether there are any potential reasons for refusing the licensing of a product candidate); and
• to identify the requirements and approximate timing of achieving commercialisation.

"Final" level opportunity

Once an opportunity is assessed to be suitable for becoming a Group Business, the Senior Leadership Team examines the findings of the due diligence to ascertain the available options to incorporate such opportunity into the Group as a Group Business. At this stage, detailed negotiations with the existing management team of the potential Group Business (or the inventor or the university) are ordinarily entered into with a view to signing a term-sheet and shortly thereafter executing the requisite legally binding agreements. Prior to signing a term-sheet, a formal due diligence process is conducted covering the following areas in which the Group can provide strategic and operational oversight to its Group Businesses:

• legal due diligence as to:
• intellectual property rights, including ownership, restrictions to operations and licence arrangements;
• corporate governance; and
• existing financing arrangements;
• clinical due diligence as to:
• robustness and fitness for purpose of the clinical trials and the suitability of the CRO;
• any ethical and regulatory issues, requirements for permits and consents;
• feasibility of key milestone achievements (such as a product candidate approval by relevant regulatory agencies) within pre-defined time frames and appropriateness of the proposed endpoints; and
• targeted disease indications;
• commercialisation potential as to:
• availability or achievability of chemistry, manufacturing and control ("CMC") for Investigational New Drug applications ("INDs") and New Drug Applications ("NDAs");
• projected cost and location of product manufacturing;
• access to market and size of potential market;
• product pricing, acceptance by commercial payors and providers and projected time and rate of return on development costs;
• availability of one or more highly innovative product candidates, products or proprietary technologies targeting a significant medical and/or commercial need; and
• presence of foreseeable sustainable competitive advantages;
• financing arrangements as to:
• adequacy of existing finance;
• assessment of financial strength of investors; and
• availability of funding in addition to working capital from the Group;
• management team as to:
• quality of their scientific and management credentials that can deliver; and
• opportunity to strengthen governance and management.

In the course of negotiations with the management team of a final level opportunity, the Group typically seeks to address any deficiencies which may have been uncovered by the final due diligence process by setting certain conditions which may include the following:

• adoption of an appropriate development plan and business plan;
• bolster corporate governance;
• strengthen existing management team; and
• appropriate agreement with existing investors to secure the Group's ability to implement its strategic and operational oversight and influence over the future Group Business.

In identifying potential Group Businesses, the Company focuses on management teams with compelling opportunities who specifically want to benefit from, and make full use of, Arix Bioscience's unique business model, given the depth of resource and the strategic and operational support available to Group Businesses from the Company.

Having selected a potential opportunity as a Group Business, Arix Bioscience ordinarily acquires an equity interest in the selected business through the appropriate Group Company. In view of the business model and strategy of the Group, Arix Bioscience does not have a typical model according to which it acquires and holds interests in Group Businesses. Each arrangement is negotiated and agreed on the merits and individual circumstances, stage of development and specific needs of the Group Business. The Company believes that the Group's equity interest in a Group Business should be sufficient compensation for the operational input from Arix Bioscience without the need to charge management fees at a time when such Group Business prefers to guard their liquidity carefully for development purposes. It does also clearly align Arix Bioscience's interest with the long-term success of its Group Businesses.

In the course of its proprietary research and company-specific due diligence, the Company also encounters outstanding opportunities in later stage private or public companies where technologies which have been significantly mis-priced possibly as a result of operational, funding or market inefficiencies. In such cases, the Company investigates whether the value of the business may be increased through strategic or operational guidance and, where necessary, the provisions of finance through which the Group would acquire an equity interest as a Group Business.

4.3 Strategic and operational development of Group Businesses

The strategic and operational direction and oversight of its Group Businesses is an integral part of the Company's business strategy and, the Directors believe, a key differentiating factor of the Group in the industry. This is designed to be implemented in general through the provision of strategic and operational direction by the Group to each Group Business as they advance through research, clinical development activity and towards commercialisation. The Group's technical and Senior Leadership Team monitors progress and are available to Group Businesses to provide support in guiding through to execution and to address business issues when needed. This typically involves in relation to each Group Business (as appropriate) assisting, advising and participating in:

• preparation of a development plan (or verification of existing development plans) from current stage to product sale together with the management team;
• the planning of intellectual property management strategy;
• the recruitment of high quality personnel;
• the enhancement of the board of directors and management teams;
• the determination of whether the provision of certain services should be outsourced or whether expertise should be developed in-house;
• the preparation (and/or review) of the business plan to ensure that:
• appropriate development milestones are set;
• adequate funding is available for each milestone; and
• rigorous stress-testing is consistently applied;
• the on-going scientific monitoring of development activities and, especially, clinical trials (being the crucial stage of development in a life science business), including:
• the mapping of the clinical trials and selecting the chosen clinical research organisation ("CRO"); and
• the preparation of the CMC for INDs and NDAs.
• the strategy in relation to regulatory compliance and the planning of the regulatory pathways towards product approval;

• the strategy in relation to commercial acceptance, pricing and gaining payor/provider acceptance and reimburseability; and

• the monitoring of competition and prevailing industry trends:

• so that up-to-date information is available to facilitate strategic decision-making; and
• to identify the potential market for and the commercial viability of the product candidates.

4.4 Application of the Company's business model

Application of the Company's business model can be illustrated as follows:

• the acquisition of interests in 13 Group Businesses;
• the Company leading or co-leading the majority of financing rounds for Group Businesses;
• the Company taking Board seats, or Board Observer positions, on the majority of Group Businesses, thereby enabling the Company actively to support the development of those Group Businesses;
• the sourcing of 845 potential opportunities since inception;the acquisition of interests in 13 Group Businesses; and
• the building of its sourcing platforms:
• the strategic partnership agreements with research accelerators, BioMotiv and LDC;
• the strategic partnership agreements with two major pharmaceutical companies, UCB S.A and Takeda Ventures, Inc.
• existing arrangements with major Universities including inter alia King's College London, the Liverpool School of Tropical Medicine, the Universities of Dundee, Exeter, Liverpool, and Manchester and University of Technology, Sydney. Five of the current agreements with universities affords the Group "first look – first invest" at opportunities in the healthcare and life science research segment (further details of the Company's existing arrangements with universities are set out in paragraph 17.18 of "Part XIV – Additional Information"; and
• the acquisition of ALS, the investment manager of The Wales Life Sciences Investment Fund LP.

5. DEVELOPMENT OF THE GROUP

5.1 Development milestones

The Company was incorporated on 15 September 2015 and has two wholly-owned operating subsidiaries, Arix Bioscience Holdings Limited ("Arix Holdings") and Arix Bioscience, Inc. ("Arix US"). The Company acquired Arthurian Life Sciences Limited ("ALS"), its FCA regulated fund management business in the UK on 8 July 2016. Arix Holdings is the operating vehicle for Group Businesses in Europe. Arix US is the operating company for Group Businesses in the US. On 16 September 2016, a wholly-owned subsidiary of ALS was incorporated in Australia to be the operating company for future fund management business in Australia. On 2 February 2018, ALS SPV Limited, a wholly-owned subsidiary of Arthurian Life Sciences was incorporated for the purposes of holding a partnership interest as a limited partner in WLSIF. On 2 February 2018 ALS entered into a deed of assignment and novation, to assign its rights and obligations in The Wales Life Sciences Investment Fund LP as a limited partner to ALS SPV Limited conditional upon completion of its valuation exercise.

The Company raised gross proceeds of approximately £52.05 million in 2016 by way of a private placing of its shares to CF Woodford Equity Income Fund, Woodford Patient Capital Trust, The Elcot Fund Limited and Rathbone Investment Management Limited as key institutional shareholders providing capital to support the early phase of its expansion.

Contemporaneously with their appointment as chief executive officer and chairman of the Company, Joseph Anderson subscribed for new shares for £0.5 million (personally and through his IPS Pension Plan) and Jonathan Peacock subscribed for new shares for £1 million. In addition, Arig Risk Management JLT (a company wholly owned and controlled by C Chipperton, a Founder) also invested £10 million. On 7 July 2016 C Evans entered into a put and call option agreement with Arig Risk Management JLT ("Arig"). Pursuant to that agreement, Arig has the right to put 30 per cent. of the Ordinary Shares it holds in the Company upon C Evans and C Evans has the right to call for the purchase of 70 per cent. of the Ordinary Shares that Arig holds in the Company, in each case such Ordinary Shares to be transferred for a cash consideration per Ordinary Share equal to the higher of

207 pence per Ordinary Share; and (b) the mean average of the market price on the last Business Day of the calendar month prior to the month in which the option was exercised. The respective options are exercisable for a period of ten years from 22 February 2017 whereupon put option will lapse and, in the event (and to the extent) that the call option has not been exercised until then, the call option will be deemed to be exercised on that date. On 18 January 2018, Arig transferred its rights and obligations under that Agreement to C Chipperton pursuant to a deed of novation.

On 22 February 2017 the Company raised gross proceeds of £112.7 million and the Ordinary Shares were admitted to the Standard Listing of the Official List and to trading to the Main Market for listed securities of the London Stock Exchange.

5.2 Directors and management

Management experience and expertise

The Group's Senior Leadership Team provides a balanced breadth of expertise across entrepreneurial, venture capital and big pharmaceutical business that are generally not all present in competing organisations. The Group's Senior Leadership Team also has an extensive privileged network providing access to a wide range of opportunities.

The Company currently has ten Directors, four of whom are executive Directors and six who are non-Executive Directors. A brief description of each of the Directors' experience is as follows:

Executive Directors

Jonathan Peacock, Chairman, Age 59

Jonathan has 35 years global experience in operations, strategy and business development. Jonathan is the former CFO of Amgen Inc. based in California, USA and prior to that was the CFO of the Pharmaceuticals Division of Novartis AG, based in Switzerland with global responsibilities including business development and strategy. During Jonathan's tenure as CFO of Amgen, Amgen Inc.'s share price increased by approximately 125 per cent. from July 2010 to January 2014 and Novartis Pharma AG's operating profit increased over 40 per cent. during his tenure as CFO of that company. Before joining the pharmaceutical industry, Jonathan was a partner at McKinsey & Company where he was co-head of the European Corporate Finance practice. Jonathan was also a partner at PricewaterhouseCoopers in London and New York from 1993 to 1998. He has a Masters' degree in Economics from the University of St Andrews in Scotland.

Jonathan has extensive expertise in strategy, finance and operations within the Biopharma industry. He has raised over \$20 billion in new capital and has been engaged throughout his career in business development and mergers and acquisitions on both the buy-side and sell-side globally. Jonathan was the CEO until 11 November 2016 and currently is the Chairman of Bellerophon Therapeutics, which is listed on NASDAQ. He was formerly a non-executive director of Kite Pharma from 2014 to 2017 where he was a member of the Board's Transaction Committee for the company's successful acquisition by Gilead Sciences for \$11.9 billion in August 2017. He brings to the Company hands on experience in managing large and small Biopharma companies, and a unique perspective on the factors driving successful partnerships or investments by bigger Biopharma companies.

Professor Sir Christopher Evans OBE, Deputy Chairman, Age 60

C Evans is the founder and Chairman of Excalibur Group and a renowned scientist and highly successful entrepreneur with numerous prestigious awards and medals for his work over the last 30 years. He has created 11 successful academic spin-outs. C Evans directed the raising of approximately \$450 million for Merlin Biosciences Funds and \$2.6 billion from disposals including the sale of BioVex Group, Inc. to Amgen Inc. and Piramed Limited to Roche Group. Through Merlin Ventures Limited, he co-founded and advised Biotech Growth Trust plc. Arakis Limited, one of the companies developed by C Evans was sold to Sosei Co. Ltd for \$187 million. As of the end of April 2016, C Evans has founded multiple listed companies with a collective market cap of around \$2.4 billion. He has positively impacted many millions of lives with his work. C Evans has founded notable companies such as Chiroscience, Celsis, ReNeuron, Vectura, Biovex and Merlin Biosciences Ltd. Appointed an OBE in 1995 for services to medical bioscience he was knighted in 2001 for services to bioscience and enterprise.

Joseph Anderson, Chief Executive Officer, Age 58

Joseph has over 25 years' experience in the life sciences industry, with a successful track record of generating investment returns. He was formerly a Partner at Abingworth LLP, for 12 years, where he led venture-capital style investments in public companies. He has founded and managed public equities funds and been a director of Algeta (acquired by Bayer AG for \$2.9 billion), Amarin plc, Cytos (merged with Kuros), Epigenomics AG, and is currently a director of Autolus Ltd. He began his career at the Ciba (now Novartis) Foundation, before joining the The Wellcome Trust in 1990 where he became head of the strategy team. He then moved to the City of London as a pharmaceuticals analyst at Dresdner Kleinwort Benson, before being appointed as Head of Global Healthcare and Portfolio Manager at the First State Investments, Commonwealth Bank of Australia, in London. Joseph has a PhD in Biochemistry and extensive board level experience of building successful life sciences companies.

James Rawlingson, Chief Financial Officer, Age 50

James has substantial experience at board and senior management level gained over 20 years of involvement in financial services and UK public companies. James' former role was Group CFO of Charles Stanley Plc, a leading wealth manager with over £20 billion of funds under management and administration. Previously James was Group CFO for Coutts Bank, where he was responsible for the global finance function and held a key role in setting strategy. Before this James spent two years at UBS Wealth Management based in Zurich after promotion from his role as CFO of UBS Wealth UK.

Non-executive Directors

Franz Bernhard Humer, Senior Non-Executive Director, Age 71

Franz Humer has over 25 years of extensive experience in acting as an executive director of global blue chip companies. He was the managing director of Glaxo Pharmaceuticals UK Limited, was elected to the board of Glaxo Holdings plc and became the chief operating director for its worldwide operations in 1992. In 1995, he joined Hoffman-La Roche as a member of its board and the head of its pharmaceuticals division progressing to become chairman and chief executive officer in 2001 and between 2008 and 2014 the chairman of the board of directors of Roche Holding Limited. Franz joined the board of Diageo in 2005, became chairman in 2008 and resigned in December 2016. He is also a non-executive director of Citigroup, Inc., Chugai Pharmaceuticals Limited of Japan, Bial Pharmaceuticals of Portugal and WISeKey of Switzerland and the member of the international advisory board of Allianz SE. He was formerly a non-executive director of Kite Pharma from 2015 to 2017, where he was a member of the Board's Transaction Committee for the company's successful acquisition by Gilead Sciences for \$11.9 billion in August 2017. Dr Humer has a PhD in law from the University of Innsbruck and an MBA from INSEAD in Fontainebleau, France. He is the chairman of the board of directors of the International Centre for Missing and Exploited Children. Franz has been awarded the Singapore Public Service Star and the "Grosses goldenes Ehrenzeichen mit dem Stern für Verdienste" of Austria.

David U'Prichard, Non-Executive Director, Age 69

David trained as a pharmacologist in Scotland. During a 45-year career in the USA, David has been a leader in drug receptor research, pharmaceutical R&D, biotechnology and venture investing. With an academic career at the Johns Hopkins University and Northwestern University medical schools, David then led Zeneca's global research activities, and subsequently, Smith-Kline Beecham's R&D in the 1990s. David led 3-Dimensional Pharmaceuticals, Inc. to an IPO in 2000 and then a sale to Johnson & Johnson in 2003. He is an experienced early stage venture capitalist and corporate director in both the USA and the UK. From 2012 David has worked to establish The Harrington Project for Discovery & Development, a USA-wide non-profit scholarship scheme to translate the best American academic research towards new drug development and is a member of the Board of Managers of BioMotiv, and the chairman of the Advisory Board of BioMotiv.

The Right Hon. Lord Hutton of Furness, PC, Non-Executive Director, Age 62

Lord John Hutton was educated at Magdalen College, Oxford where he achieved his BCL. After a career in law he was elected as Member of Parliament for Barrow and Furness in 1992 and continued in this role until 2010. Following the election of the Labour Government in 1997, he served in cabinet positions as Secretary of State for Work and Pensions, Secretary of State for Business and also Secretary of State for Defence. John Hutton is now an adviser to Bechtel and Lockheed Martin. He chairs the Nuclear Industry Association and is a Non-executive director at Circle Holdings Plc and Sirius Minerals Plc. In 2010 he was created a Life Peer as Baron Hutton of Furness.

Professor Trevor M. Jones CBE, Non-Executive Director, Age 75

Trevor has led a distinguished career in the pharmaceutical and biotech industry as well as in academia. He was Group R&D director at The Wellcome Foundation Ltd responsible for the development of AZT, Zovirax, Lamictal, Malarone and other medicines. He was a director of Allergan Inc. (USA) for 10 years until 2015. Trevor was formerly Director General of the Association of the British Pharmaceutical Industry (ABPI), served for 12 years as a member of the UK Government Regulatory Agency Medicines Commission and chairman of the UK Government Advisory Group on Genetics Research. He is a visiting professor at King's College, London and holds honorary degrees and Gold Medals from 6 universities. In 2004, he was appointed to the World Health Organisation Commission on Intellectual Property Rights, Innovation and Public Health. In 2003 Trevor was awarded the CBE for services to the pharmaceutical industry.

Meghan Mair FitzGerald, Non-executive Director, Age 47

Meghan has broad experience in the US healthcare industry, with a strong emphasis on operations, health policy and business development. She is a Partner at L1 Health, with a focus on investing in healthcare services. She is also an Adjunct Assistant Professor of Health Policy and Management at Columbia University. Prior to joining L1 Health, Meghan served as Executive Vice President of Strategy and Health Policy at Cardinal Health, the global integrated healthcare services and products provider, and before then was President of Cardinal's Specialty Solutions division. She holds a DrPh in Healthcare Policy from New York Medical College, a BSN in Nursing from Fairfield University, and a Master of Public Health from Columbia University.

Giles Kerr, Non-executive Director, Age 58

Giles has 36 years' experience in finance across a broad range of industrial sectors with a particular focus on life sciences. He is currently CFO of The University of Oxford and during his tenure he has established a successful investment office with £2.5 billion under management and a £650 million earlystage investment fund. Through his role on the board of The University of Oxford's technology transfer company, Oxford University Innovation Ltd., he has gained considerable experience of establishing and growing technology based companies. Prior to joining The University of Oxford he was CFO of Amersham plc and during his time at Amersham the share price increased seven-fold. Giles has extensive experience as chairman and senior independent director, and as chairman of UK and US listed company audit committees. He is currently Chairman of the audit committees of Senior plc, Paypoint plc and a member of the audit committees of BTG plc and Adaptimune Therapeutics plc. Prior to joining Amersham plc he was an audit partner with Arthur Anderson & Co.

Senior Management Team

Mark Chin

Mark has over 10 years' of experience in the life sciences industry. He currently sits on the boards of Iterum Therapeutics, Harpoon Therapeutics, Aura Biosciences, and OptiKira, and has a Board Observer position at Amplyx Pharmaceuticals. He was previously a principal at Longitude Capital, where he focused on investments in both private and public biotechnology and medical technology companies. Prior to Longitude, he was a consultant at the Boston Consulting Group, where he was responsible for strategy and corporate development projects for pharmaceutical and biotechnology companies. Before BCG, Mark worked in corporate development at Gilead Sciences and market planning at Genentech. Mark has an MBA from The Wharton School at the University of Pennsylvania, an MS in Biotechnology from the University of Pennsylvania, and a BS in Management Science from the University of California at San Diego.

Daniel O'Connell

Daniel has over 10 years' of experience in healthcare. He currently sits on the boards of LogicBio and Precithera. Daniel joined Arix Bioscience from OrbiMed Advisors, where he played key roles across investments in both biotherapeutics and medical devices. Investments he has been involved in include CardiAQ (acquired by Edwards), Civitas Therapeutics (acquired by Acorda), Relypsa (acquired by Galenica), Cynapsus (acquired by Sunovion), as well as other public and private companies. Prior to OrbiMed, Daniel was the Associate Director of Cardiovascular Research at Arisaph Pharmaceuticals where he was responsible for pre-IND discovery and development for programs in lipid modulation. He received his MD and PhD in Biochemistry from Tufts University School of Medicine, and has undergraduate degrees in Mathematics and Chemistry from MIT.

Jonathan Tobin

Jonathan specialises in biotechnology investments. He currently sits on the board of Artios Pharma and Atox Bio, and has a Board Observer position at Mitoconix. Prior to joining Arix Bioscience, Jonathan spent five years at Imperial Innovations, where he was a Principal in the Healthcare Ventures team. He was involved with the formation and investment in a number of early stage companies, including Inivata, Auspherix, Abingdon Health, Cell Medica, and Psioxus. Jonathan worked at MRC Technology, sourcing and evaluating new small molecule and antibody drug discovery projects.

He has a first class degree in biology from the University of Oxford, a PhD in Molecular Medicine from UCL, carried out postdoctoral research at the Cancer Research UK London Research Institute (now Crick Institute), and published research in journals including PNAS, New England Journal of Medicine, and Nature Genetics. Jonathan also has an MBA with distinction from Imperial College, and is a Trustee of the Autism Research Trust.

Edward Rayner

Edward Rayner joined Arix Bioscience in January 2016 and his responsibilities include leading the further developments of ALS, including management of the WLSIF. He currently sits on the boards of Depixus and Simbec Orion. Before joining Arix Bioscience at its inception, Ed spent 18 years as an equity analyst and Portfolio Manager in Europe and Australia. From 2004 to 2014, he was Head of Research at Alliance Bernstein and then a senior portfolio manager at AMP Capital, a leading Australian investment house with over A\$178.9 billion4 in funds under management in Australia. At AMP Capital, he managed the growth equity portfolios and launched a small companies' fund. As part of his responsibilities he focused on the Healthcare sector.

Prior to his move to Australia, Ed analysed European equities at UBS Asset Management and JP Morgan Investment Management. He gained an MA in Chemistry and MSc in Management at the University of Oxford and is a Chartered Financial Analyst.

John Cassidy

John Cassidy joined Arix Bioscience in February 2018. John previously worked at L.E.K. Consulting LLP, as a Senior Life Science Specialist, responsible for strategy and transaction support for Pharma, Biotech and Private Equity clients. John has a first class degree in Biochemistry from the Imperial College London, a PhD in Neuroscience from University College London and has published research in journals including PNAS Proceedings of the National Academy of Sciences, Nature Communications and Journal of Neuroscience.

Employees

As at 31 December 2017, a team of 16 people were employed by the Group of which four are based in New York. The team is led by experienced senior professionals capable of servicing numerous academic, industry and investor relationships. The team has a breadth of experiences and abilities to which small standalone companies would not otherwise have access, comprising strategic, scientific and technical expertise, clinicians and R&D, operating experience, pre-existing academic relationships and healthcare and life science industry experience.

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⁴ As of 30 June 2017. Represents draw down amount on a fully funded basis.

⁵ Based on exchange rate as at 31 December 2017.

5.3 Relationships with research accelerators

(a) BioMotiv LLC ("BioMotiv")

Arix Bioscience (through Arix US) currently holds a 15.1 per cent. membership interest in BioMotiv pursuant to an agreement entered into between BioMotiv and Arix US on 31 December 2015 for investment commitment of US\$25 million of which US\$6.32 million5 has been paid. Pursuant to the agreement, Jonathan Peacock was appointed as a member of the BioMotiv Advisory Board which reviews and makes recommendations on technologies to be invested in by BioMotiv. David U'Prichard, one of Arix Bioscience's non-executive Directors has been working since 2012 to establish BioMotiv and is the chairman of BioMotiv's Advisory Board and a member of the BioMotiv Board of Managers. At the same time, Arix Bioscience entered into a strategic agreement with BioMotiv setting out the terms of cooperation between them (further details of which are set out in paragraph 17.4 of "Part XIV – Additional Information").

BioMotiv is the mission-driven development company and for-profit accelerator associated with The Harrington Project for Discovery & Development, a US national initiative to accelerate breakthrough medical discoveries from research institutions into therapeutics for patients. BioMotiv is advancing a portfolio of promising discoveries that have the potential to be new medicines through an innovative model that efficiently aligns capital and collaborations for the benefit of inventors and ultimately physicians and patients. Therapeutic opportunities are identified by BioMotiv through its relationships with the Harrington Discovery Institute, universities and research institutions, disease foundations, and strategic industry partners. BioMotiv focuses principally on opportunities that have already been selected and received support from one of those sources. Through its efforts, BioMotiv has evaluated over 300 such opportunities emerging from over 40 research institutions that span the breadth of the US. The academic opportunities come from both well-known institutions located in the most active biotech regions in the US as well as strong research institutions that are distant from such hubs. To date, BioMotiv has initiated projects and companies based on technologies from the following academic institutions – New York University, Mt. Sinai School of Medicine, Johns Hopkins University, University of California, San Francisco, University of Washington, Case Western Reserve University, Rutgers University, SUNY Upstate Medical University, Indiana University, University of Auckland and University of Michigan – and has further extended the network reach through research collaborations with many other institutions.

Through BioMotiv the Company has continuing access to some of the best technologies originating from US institutions and universities, increasing the number of opportunities available from the US healthcare and life science market which have already been pre-qualified at the point of review by BioMotiv, for the creation of Group Businesses. The Directors believe that the relationship with BioMotiv is particularly valuable for Arix Bioscience as it allows access to the expertise of BioMotiv's executive and managerial team and Advisory Board, and should enable exciting future possibilities of working with academic inventors and pre-formed companies as they approach BioMotiv for funding, and as companies exit BioMotiv-dominated funding, and, more broadly, brings insight into the US healthcare and life science market.

BioMotiv currently holds a majority interest in Orca Pharmaceuticals LLC, Dual Therapeutics, LLC, OptiKira, LLC, Sujana Biotech, LLC, Kodosil Bio, LLC, Allinaire Therapeutics, LLC, Koutif Therapeutics LLC, Nynex Therapeutics, LLC, Dodeca Therapeutics, LLC, Indera Therapeutics, LLC (which holds options to technologics from the referenced institutions), Indera Investments at Indiana University and the University of Pennsylvania, and a North Western University Technology and SapVax, LLC all of which are actively developing medicines for unmet medical needs of patients across many therapeutic areas, and are in various stages of their development. Two of these companies have already been partnered with companies' technologies such as Bristol-Myers Squibb, AstraZeneca and Brickell Biotech and others have attracted interest from several other major pharmaceutical companies.

Arix US is a strategic partner of BioMotiv with respect to the financing of opportunities in conjunction with BioMotiv. Through its partnership with BioMotiv, Arix US is able to own businesses either through BioMotiv, alongside BioMotiv, as well as independently of BioMotiv. Through the BioMotiv Agreement, upon BioMotiv's decision to divest itself of a portfolio development company ("PDC") and upon BioMotiv's notice, Arix US has the right to present offers for acquisitions or financing to such PDC

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⁵ Based on exchange rate as at 31 December 2017.

subject to the existing rights of any rights holder or other members of a PDC. In addition and as determined by BioMotiv, Arix US may co-invest in a portion of PDCs that seeks external funding excluding PDCs which existed before 31 December 2015. Further details in relation to the BioMotiv Agreement are set out in paragraph 17.14 of "Part XIV – Additional Information" of this Prospectus.

(b) Lead Discovery Center GmbH ("LDC")

Arix Bioscience entered into a strategic partnership agreement with LDC on 30 October 2015 (which was restated on 1 May 2016) to facilitate the funding of various high quality drug discovery projects and other opportunities derived from the research activities of LDC in the life science, healthcare and related sectors. LDC, a German limited liability company, was jointly developed by Max Planck Innovation GmbH ("MI") and the Max Planck GesellschaftzurFörderung der Wissenschaftene.V. ("MPG") as a central focal point to advance findings from excellent basic research into the development of innovative medicines. LDC was established in 2008 by MI, the technology transfer organisation of MPG, as a novel approach to translate the potential of excellent research into the discovery of new therapies for diseases with high medical need. LDC seeks to advance promising research projects into the development of novel medicines and it collaborates with MPG and other academic research institutions, universities and industry to transform promising and early-stage projects into attractive inlicensing or co-development opportunities. LDC takes basic pathobiology or novel targets from academia and runs through assay development and screening to produce leads or candidates for preclinical work.

MPG is a predominantly largely publicly funded, autonomous, non-profit German basic research organisation. MPG currently operates more than 80 research institutes in Germany as well as abroad through which it carries out research in life science, natural science and social sciences, employing over 17,000 people, approximately 30 per cent. of whom are scientists, and it receives approximately €1.7 billion in funding per year. MI is responsible for the commercialisation of technologies created within the institutes of MPG. Industry partners of the LDC include Boehringer Ingelheim International GmbH, Bayer Pharma AG, AstraZeneca PLC, Roche, Daiichi Sankyo Co., Ltd, Johnson & Johnson Innovation Ltd, Qurient Co., Ltd and Infinity Pharmaceuticals, Inc.

The Directors believe that this strategic partnership agreement provides unique opportunities to further finance, develop and commercialise selected unencumbered drug discovery projects from the institutes of MPG and other academic partners of LDC in the areas of biology, chemistry and medicine. Through the strategic partnership agreement, LDC has agreed to share with Arix Holdings on a "first look" basis information on its unencumbered project portfolio of its pipeline projects. Further details in relation to the strategic partnership agreement between Arix Holdings and LDC are set out in paragraph 17.19 of "Part XIV – Additional Information" of this Prospectus.

5.4 Relationships with fund managers

Arthurian Life Sciences Limited ("ALS")

Arix Bioscience acquired Arthurian Life Sciences on 8 July 2016. ALS was established in 2012 by C Evans. ALS is an FCA authorised and regulated entity and the investment manager for the Wales Life Sciences Investment Fund ("WLSIF").

ALS is both a source of innovative opportunities and has a proven execution capability, supporting the Group's business strategy of sourcing, financing and developing healthcare and life science technologies and discoveries. ALS also represents the Group's experience in utilising government funds by aligning the Group's economic interest with public interest.

ALS is entitled to up to 2.5 per cent. of the amount drawn down from the investors of WLSIF as an annual management fee and a potential for 20 per cent. carried interest (over an 8 per cent. hurdle rate) from WLSIF's future realisations. Since completion of the acquisition of ALS by the Company, the Company has the economic benefit of the management fee, as well as the potential carried interest as the parent company of ALS.

ALS is the fund manager of WLSIF with a current fund size of £55 million. The current portfolio of WLSIF includes Verona Pharma PLC, Medaphor Group PLC, Sphere Medical Holding Limited, CeQur SA, ReNeuron Group PLC, Orion Clinical Services, Simbec Orion Group Limited, Interrad Medical, Inc., Proton Partners International and Apitope International NV. In addition, ALS is in a position to offer cooperation to Arix Bioscience in relation to opportunities which do meet the investment criteria of WLSIF but are in need of strategic and operational participation in addition to funding requirements. ALS may also participate in the sourcing of funds for Group Businesses.

ALS also owns partnership interest in Wales Life Sciences Carried Interest L.P., which is a limited partner in the WLSIF and has the right to receive the carried interest.

In addition, ALS may leverage its expertise by seeking appointment as a fund manager of other funds or to acquire other fund managers in other jurisdictions.

On 17 August 2017, ALS invested £5,000,000 in WLSIF financed from an intra-group loan from the Company. ALS subsequently transferred its limited partnership interest in WLSIF to ALS SPV Limited, a wholly-owned subsidiary company of ALS on 2 February 2018. At the same time the partnership agreement governing the operation of WLSIF was amended so that as a result ALS' investment into WLSIF will benefit from the growth of WLSIF as if it had been made at the time of the establishment of WLSIF. In addition, ALS is entitled to a management fee in relation to any such investment as the manager of the WLSIF.

5.5 Relationship with universities

The Group has entered into agreements with leading universities such as the University of Dundee, Exeter University, King's College, the Liverpool School of Tropical Medicine, the University of Liverpool, the University of Manchester and the University of Technology Sydney. Pursuant to these agreements, the Group has the right to privileged access to innovative technologies being researched and developed by the universities, in priority to third parties. Further details of such agreements are set out in "Part XIV – Additional Information".

5.6 Relationship with pharmaceutical companies

Arix Holdings has entered into the strategic agreements with each of UCB S.A., Takeda Ventures, Inc., Fosun Industrial Holdings Limited and Ipsen Pharma SAS (further details are set out in "Part XIV – Additional Information"). Pursuant to these strategic agreements, the Company has the right to obtain access to new opportunities through each of the relevant pharmaceutical companies.

5.7 Existing and potential Group Businesses

(a) Autolus Limited ("Autolus")

Autolus was introduced as an opportunity to the Company through the professional network of its Senior Leadership Team. Having completed the selection process as described above, Arix Holdings entered into an agreement on 2 March 2016 with Autolus (together with a number of institutional investors and co-investors) and secured rights to an interest of up to 9 per cent. of the share capital of Autolus acquired over three separate tranches for £10 million in aggregate, in a Series B financing. In addition, on 25 September 2017, the Company committed a further £4.9 million to Autolus as part of a Series C financing, resulting in the Company holding 8.6 per cent. of Autolus' share capital. As a result of the financing, which valued Autolus at \$300 million post-money, Arix revalued its £10.0 million Series B commitment to £14.8 million. As at 31 December 2017, the Company held 8.6 per cent. of the share capital of Autolus. The Company also has a right to nominate one director to the board of Autolus, who is currently Joseph Anderson, and consent of the Company is required by way of a vote on certain strategic and operational matters.

Autolus is a private British biopharmaceutical company founded upon the work of Dr. Martin Pulé, an academic clinical haematologist and leader in T-cell engineering based at University College London ("UCL"). Autolus was spun-out of UCL by UCL Business PLC, the university's technology transfer company in January 2015 to develop cancer immunotherapies. In addition to Arix Bioscience's involvement, Autolus also secured funding from healthcare investment company Syncona Limited (an independent subsidiary of the Wellcome Trust) and Woodford Investment Management Ltd.

Autolus is primarily focused on the development and commercialisation of engineered T-cell immunotherapy products in the treatment of life-threatening cancers. Cancer immunotherapy treatments harness the power of a patient's immune system to combat their disease. Clinical trials of engineered T-cell therapies for B-cell malignancies suggest that these treatments have the potential to transform cancer therapy.

Chimeric Antigen Receptor (CAR) immunotherapy is key to Autolus' technology whereby a patient's own immune cells (T-cells) are re-programmed to recognise and kill tumour cells. T-cells are collected from the patient's blood, manipulated outside the body to introduce a gene encoding the CAR, and returned to the patient by infusion. CARs are membrane-bound proteins, combining the tumourrecognition properties of an antibody with the naturally-occurring T-cell activation mechanism. This combination programs the engineered CART-cells to recognise a tumour cell, to kill that tumour cell, and to proliferate to produce more CAR T-cells, each with the same ability to target and destroy tumour cells.

Autolus currently has three Phase I/II clinical studies in progress in total for its AUTO2 and AUTO3 programmes.

(b) Depixus SAS ("Depixus")

On 6 May 2016, Arix Holdings entered into an agreement with Depixus pursuant to which it acquired an interest of approximately 21 per cent. of Depixus' share capital for an aggregate amount of €1.24 million, paid in three tranches upon achievement of certain technological development milestones in May 2016, December 2016 and July 2017.

Depixus was founded on work by academics at the École Normale Supérieure, Paris. The company is developing a core technology platform known as SIMDEQ™ (Single-molecule Magnetic Detection and Quantification), with which the goal is to extract genetic and epigenetic information from nucleic acids (DNA & RNA) at levels of detail and accuracy not achievable with current technologies. The Directors believe that one of the key strengths of Depixus' SIMDEQ™ technology is its capacity to sequence modified bases on both DNA and RNA. Many of these modified bases have important biological roles in areas such as the epigenetic regulation of gene expression and in nucleic acid repair. Most base modifications are challenging to sequence using current technologies.

One of the Group's employees has been appointed to the Depixus board of directors to help guide the company in its key strategic, intellectual property, and operational activities.

(c) OptiKira, LLC ("OptiKira")

On 9 June 2016, Arix Bioscience, Inc entered into a subscription agreement pursuant to which it acquired 11,200 Class A Units in OptiKira for a subscription amount of US\$350,000 on 29 July 2016, Arix Bioscience, Inc. entered into a second subscription agreement pursuant to which it acquired 27,200 Class A Units in OptiKira for a subscription amount of US\$850,000. On 31 August 2017 Arix US entered into a third subscription agreement pursuant to which it acquired 12,800 Class A Units in OptiKira for an aggregate amount of US\$400,000.

Arix US currently holds 29 per cent. of the issued ordinary share capital of Optikira (26 per cent. on a fully diluted basis). One of the Group's employees is a member of the board of OptiKira.

Extensive research by OptiKira's founders has helped in defining the biological pathway leading to progressive cell death that characterises diseases such as retinitis pigmentosa ("RP"), diabetes and amyotrophic lateral sclerosis, and fibroses.

OptiKira is a start-up company developing novel therapeutics to prevent cell death. OptiKira was formed in 2015 by BioMotiv, LLC ("BioMotiv"), the for-profit collaborator of The Harrington Project for Discovery & Development, the University of California, San Francisco (UCSF), and the University of Washington.

Using technologies stemming from intellectual property licensed from UCSF and the University of Washington, OptiKira is developing small molecule therapeutics, capable of being administered either intra-ocularly or orally, that prevent cell death in pathologies caused by misfolded or unfolded proteins. The Unfolded Protein Response ("UPR") is the mechanism by which cells deal with functionally abnormal, misfolded proteins. When overloaded, the "terminal UPR" results in the accumulation of excessive unfolded proteins which lead to apoptosis – cell death.

RP is the first pathology that OptiKira will target with its novel class of drug, although several other diseases are caused by the failure of the UPR mechanism, including diabetes and amyotrophic lateral sclerosis. RP is a genetic disorder, typically diagnosed in adolescents and young adults, and affects 1 in 3,000 to 1 in 4,000 individuals. In the US alone, 80,000-100,000 people have RP. Patients report gradual and progressive visual loss between age 10 and 40 because photoreceptor cells (rods and cones) die. Accumulation of misfolded proteins within cells is a central causative mechanism in many forms of RP.

(d) Verona Pharma plc ("Verona")

On 22 July 2016, Arix Holdings subscribed for 64,517,620 new shares in the capital of Verona pursuant to its placing representing a 2.5 per cent. stake in Verona, for an amount of £1.9 million (the "Verona Placing"). Following a share split, Arix Holdings owns 1,290,352 ordinary shares in Verona. Arix Holdings was granted 516,141 warrant shares in Verona which entitles it to subscribe for 206,456 additional ordinary shares at a price of 172.38 pence per share.

In addition, as at 9 November 2017, Arthurian Life Sciences SPV GP Limited ("ALS SPV") as the general partner of the WLSIF held 2,110,000 shares representing approximately 2.01 per cent. of the issued ordinary share capital of Verona.

On 27 April 2017, Verona was listed on NASDAQ when Arix Holdings subscribed for 170,228 American Depositary Receipts ("ADRs") in Verona for an amount of US\$2.3 million (where each ADR represents 8 ordinary shares of Verona).

As at 31 December 2017, Arix Holdings held 2.52 per cent. of Verona's share capital. ALS SPV holds in aggregate approximately 2.01 per cent. of the enlarged share capital of Verona.

Verona is an AIM and NASDAQ listed drug development company that is developing inhaled medications to treat respiratory diseases with significant unmet medical needs, such as chronic obstructive pulmonary disease (COPD), cystic fibrosis and, potentially, asthma. Verona's lead product, RPL554, is a dual-acting phosphodiesterase (PDE)3 and phosphodiesterase (PDE)4 inhibitor, two enzymes known to be of importance in the development and progression of immunological respiratory diseases. According to Verona, targeting these enzymes means that it has anti-muscarinic bronchodilator effects and anti-inflammatory effects, which is currently only available in combination therapy. In clinical trials, treatment with RPL554 has been observed to result in statistically significant improvements in lung function as compared to placebo and has shown clinically meaningful and statistically significant improvements in lung function when added to two commonly used bronchodilators as compared to either bronchodilator administered as a single agent.

Positive results from Verona's Phase 2a trials in COPD showed that RPL554 demonstrated a significant and clinically meaningful improvement in lung function of COPD patients and speeds up onset of action when it is administered as an add-on treatment to one of the most widely prescribed LAMA bronchodilators in these patients. Verona continues to enroll patients in its Phase 2b study to assess nebulised RPL554 for the maintenance treatment of COPD. Should the program continue to demonstrate success and become Phase 3-ready, the Directors believe this will be a significant value inflection point for Verona and consequently the value of the Company's shareholding in it, as there have been few new drugs for COPD, and patients remain under-served.

(e) Artios Pharma Limited ("Artios")

Arix Holdings acquired its interest in this business for £5.125 million in three tranches (as part of a total funding round of £25 million). The first tranche amounting to £1.9 million was completed on 20 September 2016; the second tranche, amounting to £1.8 million was completed on 13 December 2017. On completion of all three tranches, Arix will own 17.6 per cent. of the total issued share capital of Artios (and 14.9 per cent. on a fully diluted basis). Arix appointed a director to the board of Artios and continues to have a right to appoint a board member until around 2019.

Artios is a leading independent DNA Damage Response ("DDR") company focused on developing firstin-class treatments for cancer. Established in May 2016, the company is led by an experienced scientific and leadership team with proven expertise in DDR drug discovery. Artios is building a pipeline of nextgeneration DDR programmes, including through a unique partnership with Cancer Research Technology ("CRT"), the drug discovery arm of Cancer Research UK ("CRUK"), and key collaborations with leading DNA repair researchers in the UK and worldwide.

Proceeds of the funding round are used to build a high value pipeline of DDR therapies, and to progress Artios' lead programme targeted at Pol Theta inhibition for the treatment of cancer, in-licensed from CRT, the drug discovery arm of CRUK, into the clinic.

DDR therapies have demonstrated significant patient benefit in the treatment of cancer, following the recent success of AstraZeneca's PARP inhibitor Lynparza™ (olaparib) and other PARP inhibitors such as Tesaro's Zejula™ and Clovis Oncology's Rubraca. Artios aims to develop a novel, first-in-class DDR pipeline that will target tumour DNA repair mechanisms to selectively kill tumour cells, through a concept known as synthetic lethality.

(f) Amplyx Pharmaceuticals, Inc. ("Amplyx")

On 1 August 2017 Arix US acquired 7,692,308 Series C Preferred Stocks for a total of US\$3.6 million in Amplyx representing 2.7 per cent. of Amplyx's fully-diluted share capital. Arix US also agreed to subscribe for further stock for a total amount of US\$2.4 million subject to certain milestones having been achieved by Amplyx by no later than 31 December 2020. Arix US has the right to appoint an observer to the board of directors of Amplyx.

Amplyx is focused on developing novel, broad-spectrum antifungal agents for the treatment of lifethreatening fungal infections. Proceeds of the financing will be used to advance the development of Amplyx's lead candidate APX001 into Phase 2 clinical trials for the treatment of invasive candidiasis, aspergillosis and rare molds, including Fusarium Scedosporium and fungi from the Mucorales order.

(g) Harpoon Therapeutics, Inc. ("Harpoon")

On 24 May 2017, Arix US acquired 4,230,770 shares for a total amount of US\$5.5 million representing 8 per cent. of the share capital of Harpoon. Arix US also agreed to subscribe for an additional US\$5.5 million subject to Harpoon having an IND open for either HPN424 or HPN536 (or nay other program approved by its board of directors) before 31 December 2018. Arix US has the right together with 2 other shareholders to appoint two directors and as such, Mark Chin, one of the Group's senior managers has been appointed as a director of Harpoon.

Harpoon is pre-clinical stage biotechnology company developing multiple T-cell recruiting platforms leading to therapies for cancer patients and other immunologic disorders. Harpoon created its proprietary biologics platform, called TriTAC™ to harness T-cells to kill tumour and other cell types by recruiting T-cells and other immune cells. This approach has been optimised to penetrate tissues and extend serum exposure and has the potential to address a broad range of cancers and immunologic diseases. HPN424, a prostate-specific membrane antigen ("PSMA")-targeting TriTAC™ biologic, is in development for the treatment of prostate cancer and is expected to enter a clinical trial in 2019.

On 20 October 2017, Harpoon entered into a immuno-oncology research collaboration with AbbVie Inc. ("AbbVie"). The deal aims to generate novel T-cell engagers for the treatment of cancer based on the combination of Harpoon's tri-specific T-cell activating construct TriTac molecules and AbbVie's research-stage immuno-oncology targets.

(h) Iterum Therapeutics Limited ("Iterum")

On 18 May 2017, Arix Holdings acquired 7,000,000 shares for a total US\$7.7 million in Iterum's share capital. Following the achievement of certain milestones, Arix Holdings acquired a further 3,907,407 shares for a total of US\$4.7 million in February 2018, at which point its stake in Iterum represented 8.4 per cent. of Iterum's share capital. Pursuant to the agreement, Arix Holdings has the right to appoint on person to the board of directors of Iterum and has appointed Mark Chin as its representative.

Iterum is an Irish clinical stage pharmaceutical company dedicated to developing differentiated anti-infectives aimed at combatting the global crisis of multi-drug resistant pathogens to significantly improve the lives of people affected by serious and life-threatening diseases around the world. Iterum is advancing its first compound, sulopenem, a novel penem anti-infective compound with oral and IV formulations in an IV only class of antibiotics that has demonstrated potent in-vitro activity against a wide variety of gram-negative, gram-positive and anserobic bacteria resistant to other antibiotics. Iterum has received QIDP designations for its oral and IV formulations for the treatment of uncomplicated urinary tract infections ("uUTI"), complicated urinary tract infections ("cUTI") and complicated intraabdominal infections ("cIAI").

The proceeds of the financing will be used to complete a Phase 3 pivotal trial in uUTI and to advance the broader Phase 3 pivotal program. Trials are expected to begin in the first half of 2018 and Iterum plans to file an NDA with the FDA by 2019.

(i) LogicBio Therapeutics, Inc. ("LogicBio")

On 19 June 2017, Arix US acquired 4,352,775 Series B Preferred Stocks is LogicBio representing 13.3 per cent. of LogicBio's fully-diluted share capital for an aggregate amount of US\$6.5 million. Arix US also agreed to subscribe for a further 2,343,802 shares for a total amount of US\$ 3.5 million within 24 months of the date of its initial acquisition (but no later than 30 months after June 2017) subject to LogicBio's achievement of certain milestones. This would increase Arix US' holding in LogicBio to 15.4 per cent. of its fully-diluted share capital.

Arix US also has the right to appoint one director to the board of directors of LogicBio as long as it holds shares representing at least seven per cent. of LogicBio's share capital. The current director appointed by Arix US is Daniel O'Connell.

LogicBio is targeting lifelong cures for serious, early-onset rare diseases by combining innovative gene therapy and gene editing techniques in a one-time treatment.

(j) Mitoconix Bio Limited ("Mitoconix")

On 22 June 2017, Arix US entered into agreement with Mitoconix and secured rights to an interest of up to 9.7 per cent. of the fully-diluted share capital of Mitoconix to be acquired in three tranches for an aggregate US\$2 million. Arix US initially subscribed for 40,056 shares for SU\$0.5 million and as at 31 August its holding is 2 per cent. of the share capital of Mitoconix.

Mitoconix is pioneering a novel strategy to improve mitochondrial health as a disease-modifying therapeutic for neurodegenerative diseases. Mitoconix's lead drug is a first-in-class inhibitor of pathological mitochondrial fragmentation and dysfunction with demonstrated in vivo efficacy in animal models of Huntinton's ("HD") and Parkinson's diseases ("PD") and beneficial activity inpatient-derived cells of HD and genetic PD and sporadic and genetic Alzheimer's disease.

Mitoconix will use the proceeds from the financing to advance its lead product through pre-clinical and clinical development and to expand its therapeutic pipeline to treat additional neurodegenerative disorders by improving mitochondrial function.

Arix US has the right to appoint an observer to the board of directors of Mitoconix, a role which is currently fulfilled by Jonathan Tobin.

(k) PreciThera, Inc. ("PreciThera")

On 27 July 2017, Arix Holdings acquired Class A Preferred Shares for a total amount of CAD 888,468 in PreciThera representing 17.8 per cent. of PreciThera's share capital. Arix also agreed to acquire further shares in two additional tranches, firstly, for a total amount of CAD3,194,444 and secondly for a total amount of CAD5,972,233 subject to PreciThera achieving certain milestones.

PreciThera is a biotechnology company committed to the development of therapies for rare bone diseases using the combined application of computational technology and a deep understanding of diseases pathology. PreciThera focuses on heterogeneous genetic disorders that primarily manifest in bone dysfunction. Understanding of novel biology will allow PreciThera's targeted strategies to meaningfully impact on both the skeletal symptoms as well as the extra-skeletal issues found in these patients.

Proceeds of the Series A financing will be used by PreciThera to develop novel molecules and to advance PreciThera's lead candidate through IND and into clinical studies with the goal to establish clinical proof of concept and identify a path to registration.

Arix Holdings has the right to appoint one director to the board of PreciThera, who currently is Daniel O'Connell.

(l) Atox Bio, Inc. ("Atox Bio")

On 1 December 2017, Arix Holdings acquired 7,677 shares in Atox Bio for a total amount of US\$4.0 million. Arix Holdings also agreed to subscribe for an additional US\$4.0 million subject to Atox Bio having recruited the first patient in the Phase 2 clinical trial of its lead development candidate, Reltecimod, for the treatment of acute kidney injury ("AKI") on or before the date that is five months after 1 December 2017 and Atox Bio's unrestricted cash having dropped below US\$4,000,000, as reflected in its unaudited management accounts. For as long as Arix Holdings holds at least five per cent. of the issued and outstanding shares of the capital stock of Atox Bio, Arix Holdings has the right to appoint a director to the board.

Atox Bio is a late stage biotechnology company that develops novel immunomodulators for critically ill patients. Reltecimod is initially being developed to treat Necrotizing Soft Tissue Infections ("NSTI"), a rare, life threatening infection with high morbidity and mortality. Atox Bio is currently conducting a Phase 3 clinical trial of Reltecimod for the treatment of NSTI, the results of which are expected to read out in early 2019. In addition, in 2018, Atox Bio is planning to initiate a Phase 2 clinical trial of Reltecimod for the treatment of AKI, the results of which are expected to read out in early 2019.

(m) Aura Biosciences, Inc. ("Aura")

On 20 December 2017, Arix Holdings acquired 6,522,156 Series C shares in Aura for a total amount of US\$3.4 million. Arix Holdings agreed to subscribe for an additional US\$1.6 million subject to certain conditions. For as long as Arix Holdings and its affiliates continue to own beneficially at least 250,000 Series C shares, Arix Holdings has the right to appoint a director to the board.

Aura is developing a new class of therapies to selectively destroy cancer cells. Its lead candidate is targeting ocular melanoma, a rare and aggressive eye cancer that can lead to loss of vision and potentially fatal metastasis. Aura's lead therapeutic candidate, AU-011, is a first-in-class therapy which consists of viral nanoparticle conjugates that bind selectively to unique receptors on cancer cells in the eye. AU-011 is currently being investigated in a Phase 1b/2 clinical study for treatment of small-medium ocular (choroidal) melanoma and has been granted Orphan Drug and Fast Track Designation by the US FDA.

5.8 Potential Group Businesses currently under consideration

As at 31 December 2017, Arix Bioscience has reviewed a total of 845 potential opportunities globally, all of which went through an initial in-house screening process and the Group has directly acquired interests in 13 Group Businesses. 273 were categorised as "preliminary" level opportunities and underwent further due diligence, which usually involved evaluation of information available in datarooms and management presentations. Deeper due diligence has been undertaken on 114 "intermediate" level opportunities. As at 31 December 2017, 15 opportunities have been categorised as intermediary level. As at 31 December 2017, no opportunities have been assessed as "final" level opportunities in relation to which the negotiations for acquisition have been in late stages.

The geographical spread of the potential Group Businesses, that have been evaluated, as at 31 December 2017, illustrates the international breadth of the Group's opportunities as 244 of these are UK-based, 230 are from Europe, 27 are from Australia, 306 are located in the US and 38 are from other countries.

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⁶ Source: IMS Health Market Prognosis, July 2012.

6. KEY STRENGTHS

Arix Bioscience possesses a number of strengths within its business model which the Directors believe are attractive in combination. In particular, the Directors believe that Arix Bioscience has the following key strengths:

Established to capitalise on substantial market opportunities

Arix Bioscience is structured to capitalise on a major opportunity in global healthcare and life science markets worth over \$1 trillion6 . Scientific innovation in these markets is driven by leading academic institutions and smaller companies within a supportive regulatory environment. However, smaller companies in this sector, as well as academic entrepreneurs, often do not have adequate company building skills, or access to patient capital. The Company believes that it can deliver strategic, operational, clinical and financial resources in support of potential new drugs, and other medical innovations, so unlocking substantial value for investors. The Company provides a balanced exposure to a diverse range of emerging, private and public global biopharma companies. The Company believes that there is a significant need for a more flexible approach to funding drug development and that relaxing capital investment into the development cycle will lead to more efficient development of novel drugs, and improved outcomes for patients and payers.

As at 1 February 2018, the total number of publicly listed Pharmaceutical & Biotechnology companies with a market capitalisation between \$50 million and \$500 million in the US, Europe, Japan, South Korea and Australia was more than 500. Out of these companies, approximately 18 per cent. have less than 1 year of available cash balance. Arix Bioscience is positioned to provide support to these types of companies and has identified venture investment in public equity opportunities including:

• European clinical stage cell therapy company with multi-billion market potential;
• UK drug discovery company with widely-applicable technology platform;
• Clinical stage pulmonary therapeutics company;
• Implantable medical device company in early commercialisation phased into huge market; and
• Nanoparticle drug delivery company platform with oncology and anti-infective potential.

Core team with outstanding track record of value creation

The Group's Senior Leadership Team provides a unique combination of entrepreneurial, investing and operating skills.

• Joseph Anderson has over 25 years' experience in the life science industry, including senior roles in venture capital, fund management and scientific development. He was previously at Abingworth LLP, First State Investments and The Wellcome Trust. He has a successful track record of generating investment returns and an extensive active board-level experience of building life science companies.
• Jonathan Peacock was previously Group CFO of Amgen and Novartis Pharmaceuticals, where he developed extensive operational and strategic experience globally. Prior to that, he was a Partner at McKinsey & Company and PricewaterhouseCoopers.
• Professor Sir Christopher Evans is a highly successful entrepreneur, and has over the last 30 years built more than 50 medical companies from start-up and floated 20 new medical businesses on stock markets in six different countries. He has created 11 successful academic spin-outs and companies worth over \$2.4 billion, and has raised \$2.6 billion from disposals.

Unconstrained by any single institutional affiliation, geography or stage of company development

The Company believes that access to the broadest possible range of opportunities adds depth to the quality base from which to select the best ideas. No single institution has all the best ideas, nor do such ideas only originate from one country. Equally, huge value opportunities are available at all stages of company development, from start-up drug discovery companies to those embarking on commercialisation of innovative products. Great ideas are found from the earliest academic spin-outs, to small public companies that have become orphaned by markets. Arix Bioscience has been carefully structured to access opportunities across this broad spectrum of sources and is resourced to provide real support and capital to innovators wherever they may be found.

Extensive contractual, privileged and informal innovation sourcing networks across Europe and the US

The Company has established and continues to build contractual access to a broad range of opportunities from multiple sources, encompassing:

• an expanding network of contractual partnerships with leading, commercially-minded, universities around the world which includes relationships with major pharmaceutical and biotechnology companies which, to date, has resulted in two strategic relationship agreements with UCB S.A and Takeda Ventures Inc. respectively. The Directors intend to pursue further such agreements;
• arrangements with research accelerators such as BioMotiv and LDC which provide the Group with a constant, "renewable" source of access to opportunities;
• ownership of ALS, the investment manager of The Wales Life Sciences Investment Fund, and the ability to seek appointment as a fund manager of other funds, including in other jurisdictions; and
• directed sourcing via the professional networks of the Company's Senior Leadership Team.

Attractive and growing pipeline of opportunities

As at 31 December 2017, Arix Bioscience has reviewed a total of 845 potential opportunities across a full breadth of therapeutic areas including, inter alia, oncology, rare and orphan diseases, immunology and inflammation, gene therapy and metabolism drawn from across its sourcing networks, across the UK, US, Continental Europe, Canada, Australia and other countries. The Directors believe there is significant potential for deployment of capital over the coming months.

Availability of capital with financing flexibility and strategic optionality

Without the constraints of fixed-life investment mandates, the Company's ability to source funding from its own working capital enables it to offer finance throughout the life cycle of a Group Business, whether early stage research funding, growth capital or later stage development capital. The Company's strategy is focused on value creation, with a flexible approach to the timescales over which it operates or retains an ownership interest in its Group Businesses. The Directors believe that this results in the Group Businesses being cushioned against the volatility in funding for healthcare and life science companies, while providing flexibility for the Company to pursue an optimal course of action for its Group Businesses to maximise the delivery of shareholder value.

The Company's flexible approach allows it to increase or decrease its capital allocation to any Group Business, depending on needs of each specific opportunity, with no fixed constraints on capital allocation strategy or ownership percentages. The Company considers all potential levels and forms of activity, including active, operating positions in companies, or projects, as well as minority stakes and attracting third party funding. Irrespective of the level of the Group's ownership interest, the Directors view the potential to apply strategic, clinical and operational direction to its Group Businesses as a critical factor in selecting opportunities.

Disciplined development of value through strategic, operational, clinical and financial direction

The Company's business model is to drive value through actively directing strategic, operational and clinical plans of Group Businesses and to provide support in the execution of those plans, including: strategic and operational direction with a long-term perspective on value creation; building and strengthening their boards and management teams to deliver on strategic and operational plans; injecting technical, operational and clinical experience and expertise where needed; and support in funding the business through each milestone.

Highly scalable platform capable of supporting long term growth

Arix Bioscience has established a global platform and infrastructure to support its long term strategy. The Directors believe that this infrastructure represents a highly scalable platform capable of originating opportunities and applying strategic, operational and clinical direction to a significant number of Group Businesses, with limited escalation in operating costs.

7. COMPETITIVE ENVIRONMENT

In seeking to capitalise on the market opportunity as described in paragraph 2 above in this Part VI, the Company may encounter a range of potentially competing businesses engaged in the development and commercialisation of products in the healthcare and life science sector or engaged in providing capital and/or management expertise to healthcare and life science companies. Such competitors may include:

• industry participants including pharmaceutical companies, biotechnological companies, medical device manufacturers and diagnostic technology providers;
• intellectual property commercialisation and business development organisations, including a number of UK listed companies operating principally in the UK or US;
• the technology transfer offices of certain universities, certain institutional investors;
• specialist traditional venture capital investors;
• privately managed schemes based on government funding; and
• private individuals, both acting individually or collectively.

While the Company may from time to time encounter such entities, the majority operate in a different manner to the Company, including with respect to: technology discipline; geographic focus; investment horizon; ownership and management style; sourcing networks; or any combination of the above. In particular, the Board believes the Company is differentiated from certain or all of its potential competitors by virtue of the combination of the key strengths outlined in paragraph 6 of this Part VI above.

8. REASONS FOR THE CAPITAL RAISING AND USE OF PROCEEDS

Arix Bioscience has made significant progress since the IPO in successfully deploying and committing capital, advising in the strategic and operational development of its Group Businesses, cultivating strategic partners and other sources of potential opportunities, leveraging the fund management capability, and building a scalable infrastructure capable of supporting the future growth of the business. Against this backdrop, the Group continues to see substantial opportunities to generate value from the development and commercialisation of innovative technologies and discoveries. Further details on the current pipeline of Arix Bioscience are set out in paragraph 9 of "Part VI – Information on the Group". Arix Bioscience applies a cash reserve policy which means that all financial and existing contingent commitments relating to existing Group Businesses are met from existing cash reserves.

The Company intends to utilise the Net Proceeds to further the Group's business strategy of providing strategic, operational and clinical direction to its Group Businesses by:

• funding the acquisition of interests in new Group Businesses; and
• providing funding to support the expansion of its existing and new Group Businesses in the healthcare and life science sector, in excess of current contingent commitments.

9. CURRENT TRADING

The Senior Management Team of the Company is continually reviewing potential early-stage opportunities in the healthcare and life science sector sourced from the personal and professional network of the Senior Leadership Team, research accelerators and the strategic relationships with pharmaceutical companies and universities. As a result, the opportunities selected for "intermediate" level due diligence evaluation since 31 December 2017 include:

• a preclinical company developing a treatment for cataracts and presbyopia;
• a company in phase 2 developing a treatment for respiratory syncytial virus;

• a synthetic biology company developing treatments for immune-oncology and auto-immune indications;

• a business developing a novel RNA technology platform to deliver therapeutics for the treatment of rare diseases;

• a clinical stage company developing a treatment for the dialysis population; and
• a business leveraging novel science from US academia to treat solid and liquid cancers.

10. MANAGEMENT INCENTIVISATION AND EMPLOYEES

The success of the Group depends to a great extent on the talent of its management and employees. Arix Bioscience has significant expertise across a range of healthcare and life science technology disciplines and seeks to ensure that its management team and its employees and consultants working within the Group are fairly and appropriately rewarded and incentivised. Arix Bioscience seeks to achieve this through a combination of competitive levels of remuneration that are appropriate to the scale of responsibility and performance of the employee or consultant and incentives tied directly to increasing shareholder value.

The Company believes that it is important that remuneration is weighted toward rewarding entrepreneurial achievement and the creation of shareholder value over time. Accordingly, Arix Bioscience adopted share incentive plans with the aim of incentivising and rewarding employees to achieve long term shareholder value. For further details of the incentive plans of the Group, please see paragraph 18 of "Part XIV – Additional Information" of this Prospectus.

In addition to the awards of options under the Company's executive share incentive plan, thereby closely aligning their interest as stakeholders with that of the shareholders of the Company, the Company's Senior Leadership Team personally invested into the Company through subscription for new shares by J Anderson and J Peacock. C Evans, further to his existing interest of 4.2 per cent. in the Ordinary Shares (in aggregate with Ectoplasm Limited, holding Ordinary Shares for the benefit of C Evans and his close family) also entered into a call and put option agreement by C Evans in relation to the purchase of Ordinary Shares from Arig Risk Management JLT (further details of C Evans' interest in the Ordinary Shares are set out in paragraph 3.15 of this Part XIV and paragraph 6 of "Part XIV – Additional Information"). On 18 January 2018, Arig transferred its rights and obligations under the put and call option agreement to C Chipperton pursuant to a deed of novation.

Arix Bioscience operates an executive share incentive plan for certain executives of the Senior Leadership Team and the Senior Management Team. For further details of the Executive Share Option Plan and existing awards thereunder, please see paragraph 18 of "Part XIV – Additional Information" of this Prospectus. In addition, the Company also adopted the Employee Share Plans, further details of which are set out in paragraph 18 of "Part XIV – Additional Information" of this Prospectus.

All the Non-Executive Directors agreed pursuant to their respective letters of appointment that 50 per cent. of their fees will be satisfied by the issue of Ordinary Shares at prevailing market price (further details are set out in paragraph 7.3 of "Part XIV – Additional Information").

Arix Bioscience has also agreed under the Restrictive Share Agreement to release a number of Restricted Shares (representing in total 5 per cent. of the ordinary share capital of the Company immediately on IPO) as Incentive Shares to the Founders subject to the terms and conditions set out in the Restrictive Share Agreement. For further details of the Founders Incentive Arrangement, please see paragraph 18 of "Part XIV – Additional Information".

On 26 May 2017 the Directors granted to 10 employees of the Group options to subscribe for, and conditional right to acquire, 358,293 Ordinary Shares in total (further details are set out in paragraph 3.16 of "Part XIV – Additional Information") under the Company's Employee Share Plans.

11. DIVIDEND POLICY

The Group is primarily seeking to achieve capital growth for its Shareholders.

It is the Board's intention during the current phase of the Group's development to retain the Group's earnings, to the extent any are generated, for the foreseeable future to finance growth and expansion and to act as a source of funds for existing Group Businesses and for acquiring equity stakes in new Group Businesses.

The Directors do not anticipate declaring any dividends in the foreseeable future but may recommend dividends at some future date, depending upon the realisation of profits and the Group's financial position, when it becomes commercially prudent to do so.

The Board can give no assurance that it will pay any dividends in the future, nor, if a dividend is paid, what the amount of such dividend will be.

PART VII

DIRECTORS AND CORPORATE GOVERNANCE

1. THE DIRECTORS

Details of the Directors are set out below.

Age	Position
	Chairman
	Deputy Chairman
	Chief Executive Officer
	Chief Financial Officer
	Senior Independent Non-Executive Director
	Independent Non-Executive Director
	Independent Non-Executive Director
	Independent Non-Executive Director
	Independent Non-Executive Director
58	Independent Non-Executive Director
	59 60 58 50 71 69 62 75 47

The address for service for each of the Directors is 20 Berkeley Square, London, W1J 6EQ.

2. THE FOUNDERS

The Company's founders are C Evans (who initially held 60 per cent. of the shares in the Company) and C Chipperton (who initially held 40 per cent. of the shares in the Company). The initial operation of the Company was partially financed by ALS. For further details please see paragraph 3 of "Part XIV – Additional Information" of this Prospectus.

3. CORPORATE GOVERNANCE

3.1 General

The Board is committed to the highest standards of corporate governance. The Company intends to voluntarily observe the requirements of the UK Corporate Governance Code, so far as it is able, as if it were admitted to trading to the premium segment of the Official List even though it is not obliged to do so by virtue of having a Standard Listing. As at the date of this Prospectus the Company is in compliance with the UK Corporate Governance Code save as described below.

3.2 Observance of UK Corporate Governance Code

The Company complies with the following provisions of the UK Corporate Governance Code as set out below:

• (i) The Company reports to its Shareholders on its compliance with the UK Corporate Governance Code as if it were complying with the relevant requirements of the Listing Rules (applicable only to those with a Premium Listing).
• (ii) The UK Corporate Governance Code recommends that a chairman of a company with a premium listing on the Official List should meet the independence criteria set out in the UK Corporate Governance Code. Due to the nature of the strategic objectives of the Company and its brief operating history, the Company has as Chairman the highly experienced executive Director Jonathan Peacock. The Company considers it essential to have leadership of this quality and calibre available to it combined with a Board containing experienced Non-Executive Directors. The Non-Executive Directors form the various Board committees described in paragraph 4 below.
• (iii) The UK Corporate Governance Code recommends that at least half the board of directors of a UK listed company, excluding the chairman, should comprise non-executive directors determined by the board to be independent in character and judgment and free from relationships or circumstances which may affect, or could appear to affect, the director's judgment. The Board includes six independent non-executive Directors. The Board has

determined each of the Non-Executive Directors to be independent for the purposes of the UK Governance Code. The Board considers that the Company is therefore compliant with the UK Corporate Governance Code in this regard.

• (iv) The UK Corporate Governance Code recommends that the board of directors of a company with a premium listing on the Official List should appoint one of the non-executive directors to be the Senior Independent Director to provide a sounding board for the chairman and to serve as an intermediary for the other Directors when necessary. The Senior Independent Director should be available to Shareholders if they have concerns, which contact through the normal channels of the Chief Executive Officer has failed to resolve or for which such contact is inappropriate. Franz Bernhard Humer is the Senior Independent Director of the Board.
• (v) As envisaged by the UK Corporate Governance Code, the Board has established three committees: an audit committee, a nomination committee and a remuneration committee. If the need should arise, the Board may set up additional committees as appropriate.

3.3 Market Abuse Regulation

The Company is subject to the provisions of the Market Abuse Regulation 2014 and the Market Abuse Regulation Instrument 2016 ("MAR"). The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the MAR by the Directors and persons discharging managerial responsibilities. The FCA is the competent authority for MAR and has powers to intervene as competent authority and will be responsible for the investigation and enforcement of breaches of MAR.

4. BOARD COMMITTEES

4.1 Audit and Risk Committee

4.2 The Audit and Risk Committee is chaired by Giles Kerr and its other members are David U'Prichard and Meghan FitzGerald in compliance with the UK Corporate Governance Code. Its role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group's annual financial statements, considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing and promoting sound risk management and internal control systems, including operational and compliance controls. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit and Risk Committee gives due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules. The Audit and Risk Committee normally meets not less than three times a year.

The UK Corporate Governance Code recommends that an audit committee should comprise at least three members, or in the case of smaller companies (which are below the FTSE 350 index) two members, who are independent non-executive directors and that at least one member should have recent and relevant financial experience. The Audit and Risk Committee's other members are David U'Prichard and Meghan FitzGerald in compliance with the UK Corporate Governance Code. The Directors consider that Giles Kerr as Chairman of the Committee has recent and relevant financial experience in accordance with the requirements of the UK Corporate Governance Code.

The Audit and Risk Committee chairman will be available at annual general meetings of the Company to respond to questions from Shareholders on the activities of the Audit and Risk Committee.

The Audit and Risk Committee has taken appropriate steps to ensure that the Company's Auditors are independent of the Company and obtained written confirmation from the Company's Auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies.

4.3 Nomination Committee

4.4 The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board's structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise.

• 4.5 The Nomination Committee is responsible for evaluating the balance of skills, knowledge experience and diversity and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement directors and committee members and makes appropriate recommendations to the Board on such matters.
• 4.6 The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Nomination Committee is chaired by David U'Prichard and its other member is Franz Humer in compliance with the UK Corporate Governance Code. The Nomination Committee meets not less than once a year.

4.7 Remuneration Committee

The Remuneration Committee is chaired by Franz Humer. It recommends what policy the Company should adopt on executive remuneration, determines and agrees with the board the remuneration policy for the levels of remuneration for each of the Executive Directors and recommends and monitors the remuneration of members of senior management. The Remuneration Committee also (i) reviews the design of all share incentive plans for approval by the board and shareholders; and (ii) reviews and determines the design of, and targets for any performance-related payments and incentive schemes for Executive Directors and management. The Remuneration Committee is also responsible for generating the annual remuneration report to be approved by the shareholders of the Company at its annual general meeting. The Remuneration Committee normally meets not less than twice a year.

The UK Corporate Governance Code recommends that all members of the Remuneration Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Remuneration Committee's other members are Lord John Matthew Patrick Hutton of Furness and Professor Trevor Jones in compliance with the UK Corporate Governance Code.

5. CONFLICTS OF INTEREST

5.1 Potential areas for conflicts of interest in relation to the Company include:

(a) Some of the Directors (including some of the Executive Directors) may have conflicts of interest in allocating management time among various business activities. David U'Prichard, Lord John Matthew Patrick Hutton of Furness, Professor Trevor Jones, Glies Kerr and Megahn FitzGerald commit an amount of time to the Company that would be standard for a non-executive director working in the sector. Amongst the Executive Directors, C Evans has a number of commitments (details of which are set out in sub-paragraphs (i) and (ii) below) in addition to his directorship in the Company. However, he does (and is contractually obliged to) commit such time as is required for the proper performance of his duties as a Director.

In the course of their other business activities, the Directors may become aware of business opportunities which may be appropriate for presentation to the Company as well as the other entities with which they are affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Such interests include the following:

• (i) C Evans has a significant beneficial interest in Excalibur Fund Managers Limited ("Excalibur") which was a fund advisory firm specialising in equity investments in European life science companies under the Merlin brand. The Directors consider that C Evans' shareholding in Excalibur does not present any conflict in terms of the Group's business strategy. Moreover, the Directors believe that such involvement by C Evans may enhance the Group's ability to further its business strategy by affording a wider range of sources to identify opportunities to the Group.
• (ii) Further, C Evans has been involved in activities including for charitable purposes relating to cancer clinical research in, investments of sourcing drugs or technologies solely for cancer applications, patient treatment, prevention or care, such activities having been excluded from being in competition with the business of the Group from his service

agreement and consultancy agreements with the Company. Such activities have evolved to include in relation to both the 'Ellipses cancer charity' and Ellipses Pharma Limited, in which C Evans is a director and shareholder, whereby Ellipses Pharma Limited is focused on the clinical development of innovative cancer treatments. As Ellipses Pharma Limited's expertise lies in designing efficient, effective clinical trials of single cancer assets that it has sourced with the help of oncologists, and has no current interest in acquiring shares or equities or backing individual cancer businesses, the Board believes that no current conflict exists with the business of the Group. As part of internal procedures C Evans has agreed to update the Board on a quarterly basis on his involvement in Ellipses Pharma Limited.

• (iii) Since 2014 David U'Prichard has worked to establish The Harrington Project for Discovery & Development in the UK. He is also a director of, and the chairman of the Scientific Advisory Board of BioMotiv as well as being a minority shareholder of BioMotiv. Although it is recognised that D U'Prichard's role with The Harrington Project and BioMotiv may create an occasional conflict, the Board considers it an asset towards the implementation of the Group's business strategy.
• (iv) Franz Humer is a member of the advisory board of L1 Health, a vehicle established by LetterOne, the international investment business. Based in the US, L1 Health intends to target up to US\$ 2-3 billion of investments in the global healthcare sector over the next three years. As L1 Health is focused on different areas of health sector, the Directors consider that Franz Humer's involvement in the business does not create a conflict with the business of the Group.
• (v) Meghan FitzGerald currently serves as an Operating Partner at L1 Health. As L1 Health is focused on different areas of the health sector than the Group, the Directors currently consider that Meghan FitzGerald's involvement in L1 Health does not create a conflict with the business of the Group.
• (vi) James Rawlingson is also a director of ALS, the Company's wholly-owned subsidiary, which may result in conflict due to ALS' regulatory status. The board of directors of ALS, being a regulated fund manager, must comply with obligations in relation to financial regulations in addition to those set out in the Companies Act 2006 and their fiduciary obligations in order to safeguard ALS' independence as to its decision-making. However, internal procedures have been implemented within the Group to resolve any potential conflict protecting the interests of both ALS and the Company.
• (vii) Giles Kerr is a non-executive director of BTG PLC, a global specialist healthcare company. However, as BTG PLC's focus is on different areas of the health sector from those of the Company, the Directors consider that Giles Kerr's involvement in BTG PLC does not presently create a conflict with the business of the Group.
• (viii) Further, Giles Kerr is a non-executive director of Adaptimune Therapeutics Plc, a leader in T-cell therapy which has clinical trials ongoing for multiple proprietary SPEAR Tcells in solid tumor indications. The Directors consider that Giles Kerr's involvement in Adaptimune Therapeutics Plc does not potentially create a conflict with the business of the Group.

In accordance with the Articles, if so determined by the independent directors, authorisation can be given to any of the above directors in relation to a situation which may possibly give rise to a conflict.

(b) The Directors are or may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by the Company, which may include entities with a focus on target companies or businesses similar to those being sought by the Company. The Directors' respective service agreements and letters of appointment contain specific obligations to act in the best interest of the Group as well as restrictive covenants post-termination. Therefore any such activity and affiliation may only be conducted so as the Directors would not be in breach of their contractual or general legal obligations.

PART VIII

OPERATING AND FINANCIAL REVIEW

The section that follows should be read in conjunction with "Part VI – Information on the Group", "Part VII – Directors and Corporate Governance" and "Part X – Historical Financial Information" of this Prospectus. Prospective Investors should read the entire Prospectus and not just rely on the summary information set out below. The selected financial information considered in this Part VIII is extracted from the information incorporated by reference in "Part X – Historical Financial Information" and "Part XI – Unaudited Financial Information for the six months ended 30 June 2017" of this Prospectus.

1. INTRODUCTION

Some of the information contained in this review and elsewhere in this Prospectus includes forwardlooking statements that involve risks and uncertainties. See "Part II – Risk Factors" of this Prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in the forward-looking statements contained in this Prospectus.

This review should be read in conjunction with (i) the Group's audited annual report and accounts for the period from 15 September 2015 to 31 December 2016, (ii) the notes thereto explaining such annual report and accounts, (iii) the Group's condensed interim financial statements for the six months ended 30 June 2017 and (iv) the notes thereto explaining such interim financial statements, each of which are incorporated by reference into this Prospectus as explained in this Part VIII of this Prospectus.

Unless otherwise indicated, the selected financial information included in this Part VIII has been extracted without material adjustment from the Group's audited annual report and accounts for the period from 15 September 2015 to 31 December 2016 and the Group's unaudited interim financial statements for the six months ended 30 June 2017. The financial information set out in this Part VIII does not constitute statutory accounts for any company within the meaning of section 435 of the Companies Act 2006.

Existing Shareholders and prospective Investors should read the whole of this Prospectus and the documents incorporated herein by reference and should not rely solely on the summary operating and financial information set out in this Part VIII.

2. SIGNIFICANT FACTORS AFFECTING RESULTS OF OPERATIONS AND OUTLOOK

2.1 Overview

Arix Bioscience is an operating company which acquires interests in, and provides strategic and operational oversight to, its Group Businesses in the healthcare and life science sector. The Company currently has 13 Group Businesses, located in the UK, the US, the EU, Canada and Israel. In addition, the Company owns Arthurian Life Sciences Limited ("ALS"), an FCA-regulated fund manager which currently manages one fund, The Wales Life Sciences Investment Fund ("WLSIF"). ALS SPV Limited, a wholly-owned subsidiary of ALS, is a limited partner in the limited partnership constituting WLSIF . Wales Life Sciences Carried Interest L.P, in which ALS owns partnership interest is also a limited partner in WLSIF and has the right to receive the carried interest.

With its intention to facilitate various acquisitions in potential Group Businesses, and as an operating entity, the Company's strategy is to expand through further equity acquisitions in the healthcare and life science sector in the UK, the US, the EU, Australia and worldwide.

The Company is currently involved in considering a range of possible businesses in which to acquire strategic stakes. The Board considers that the Company has a wide pipeline of opportunities to review and has internal procedures to both perpetrate and support this. The Company will continue to be in contact with potential Group Businesses, or potential sellers of such Group Businesses. Further information in relation to the proposed use of the proceeds of the Capital Raising is set out in paragraph 8 of "Part VI – Information on the Group".

There is no specific expected target value for any acquisition of a potential Group Business. The Group continues to actively participate in the development and growth of such Group Businesses. Arix Bioscience's strategy is to build a significant, diversified set of Group Businesses and achieve strong growth over the medium to long term through the maturation of the Group Businesses' technology and products through the commercialisation cycle.

Success of Arix Bioscience's operations depends on certain factors as set out below in this Part VIII, which the Directors consider have affected the Group's results of operations to date, or could do so in the future.

Arix Bioscience has seven wholly-owned subsidiaries. Arix Bioscience acquired the entire issued share capital of ALS on 20 June 2016. The financial results of ALS are consolidated from that date in the annual report and accounts of Arix Bioscience for the period from 15 September 2015 to 31 December 2016 and the Group's unaudited interim financial statements for the six months ended 30 June 2017.

2.2 Significant factors

The Group's results are impacted by:

• (1) the performance of its Group Businesses, in particular the progress towards successful development and the realisation of the value of the technologies within those businesses; and
• (2) its ability to source, finance and develop new Group Businesses through its multiple industry networks and university, research accelerator and pharma relationships.

The Directors believe that the progress of Group Businesses will be assessed with reference to the Group's success in 'graduating' a Group Business through its development and commercialisation lifecycle.

Over the longer term, the Directors believe that the successful achievement of technical and commercial milestones of the Group Businesses will result in an increase in their value.

2.3 Operating Results

(a) Operating Revenues

The Group's revenues to date principally represent fees for the services of directors provided by the Group's personnel to Group Businesses and ALS' fund management fees.

ALS receives a management fee from the WLSIF as the manager of that fund. The amount of the management fee is calculated as a percentage of the amount of WLSIF's committed funds, adjusted for any investments which are valued below their original cost. In the six months between 1 January 2017 and 30 June 2017 the Group recognised management fee income of £0.6 million. There was no management fee recognised in the corresponding six month period in the previous year ending 30 June 2016 as ALS was not a subsidiary of the Group during that period. ALS Carried Interest Partner L.P. will also be eligible to receive a performance fee from WLSIF, if the returns generated exceed a pre-determined hurdle. No such performance fee has been received up to the Latest Practicable Date. In addition, ALS also has the right to receive fees for the provision of non-executive director services to the investee companies of WLSIF. These fees totalled less than £0.1 million in each six month period from 1 January to 30 June in 2016 and 2017.

The Group's holdings in its Group Businesses are revalued periodically, if a fair value event is deemed to have occurred. A valuation event may include technical measures, such as product development milestones, financial events, such as a further injection of capital, and sale events. The revaluation arising is recognised in the Group's Consolidated Statement of Comprehensive Income. In the six month period from 1 January 2017 to 30 June 2017 a revaluation of minus £0.2 million was recognised, compared to a revaluation of £0.8 million in the comparable six month period in 2016. Further details of the relevant Group Businesses and the revaluations recognised are set out in paragraph 5.7 of "Part VI – Information on the Group" .

The Group also recognises interest income on an accruals basis in relation to loans, cash and cash equivalents.

The Group's ability to generate future revenue will be dependent upon the successful development of its Group Businesses that take them through significant value inflexion points.

(b) Operating Expenses

The operating expenses of the Group since its inception have consisted of administrative expenses, exceptional costs and other operating expenses.

(i) Administrative Expenses

Administrative expenses include personnel costs such as salaries, bonuses and taxes thereon. Share-based payment charges are shown separately on the Group's Consolidated Statement of Comprehensive Income.

Other operating expenses include general and administrative expenses, in the form of professional and legal fees to support business development efforts of the Group, office administration costs, travel costs and marketing expenses.

Administrative costs of the Group were £5.4 million in the six month period from 1 January 2017 to 30 June 2017. The £1.8 million increase from £3.6 million in the comparable period in 2016 reflects the Arix Group developing its operational team through the second half of 2016 and early 2017. The level of such expenses is anticipated to further increase only to the extent that the Group scales its operations.

(ii) Exceptional gain and cost

In the financial period ended 31 December 2016, exceptional costs were incurred in relation to the establishment of the Group, which are not recurrent.

In the same financial period, an exceptional gain arose in relation to the £0.9 million acquisition of ALS by Arix Bioscience. Following the acquisition, a fair value exercise of ALS was undertaken, through which the fair value of assets acquired, which include the fair value of ALS' interest in management fees and ALS' interest in the carried interest arrangement, was assessed to be £5.9 million. After a deferred tax charge of £1.0 million, there was a resultant negative goodwill balance of £4.0 million charged to the Consolidated Statement of Comprehensive Income.

The fair value of the interest in management fees charged to WLSIF is amortised over the expected life of the fund. The fair value of ALS' interest in the WLSIF carried interest arrangement was reviewed by external valuations experts Duff & Phelps at 31 December 2016 and its value was assessed to have increased from £3.8 million to £4.3 million.

The estimated costs of the Capital Raising are referred at in the section titled "Offer Statistics" in "Part III – Important information, expected timetable and offer statistics" of this Prospectus.

3. FINANCIAL REVIEW, RESULTS OF OPERATIONS AND KEY PERFORMANCE

3.1 Liquidity and Capital Resources

(a) Cash flows

As at 30 June 2017, the Group had a cash balance of £108.2 million. A summary of the Group's consolidated cash flows for its two financial periods of operation is shown below.

		Audited
		Period from
	Unaudited	15 September
	Six months	2015 to
	ended	31 December
	30 June 2017	2016
	£'000	£'000
Net cash outflow from operating activities	(6,510)	(7,457)
Net cash outflow from investing activities	(19,456)	(13,632)
Net cash inflow from financing activities	105,187 ––––––––––––	50,018 ––––––––––––
Net increase in cash and cash equivalents	79,221	28,929
Cash and cash equivalents at beginning of period	28,929	–
Cash and cash equivalents at end of period	–––––––––––– 108,150 ––––––––––––	–––––––––––– 28,929 ––––––––––––
	––––––––––––	––––––––––––

(1) Net cash outflow from operating activities

The Group's net cash outflow from operating activities in the six months ended 30 June 2017 was £6.5 million (period ended 31 December 2016: £7.5 million). This includes exceptional outflows that were related to, but not directly attributable to, the IPO in February 2017.

(2) Net cash outflow from investing activities

The Group's net cash outflow from investing activities in the six months ended 30 June 2017 was £19.5 million (period ended 31 December 2016: £13.6 million). This reflects the Group executing its strategy, deploying cash into its Group Businesses, including five new companies in the six-month period.

(3) Net cash inflow from financing activities

The Group's net cash inflow from financing activities in the six months ended 30 June 2017 was £105.2 million (period ended 31 December 2016: £50.0 million). The inflow in the current period reflects the IPO in February 2017. The 2016 inflow reflects the Group's initial private fundraising in February 2016.

(b) Committed Capital

As of 31 December 2017, the Group's material financial contractual obligations include the following:

• (1) a conditional commitment to pay \$2.4 million to Amplyx Pharmaceuticals Inc. in one tranche
• (2) a conditional commitment to pay £1.4 million to Artios Pharma Limited in one tranche
• (3) a conditional commitment to pay \$4 million to Atox Bio. Inc. in one tranche
• (4) a conditional commitment to pay \$1.6 million to Aura Biosciences, Inc. in one tranche
• (5) a commitment to pay €0.5 million to Depixus SAS in two tranches in relation to a \$1.5 million bridge investment;

• (6) a conditional commitment to pay \$5.5 million to Harpoon Therapeutics Inc. in one tranche

• (7) a conditional commitment to pay \$3.3 million to Iterum Therapeutics Limited in one tranche; \$4.7 million was subsequently paid in February 2018

• (8) a conditional commitment to pay \$3.5 million to LogicBio Therapeutics Inc. in one tranche
• (9) a conditional commitment to pay \$3.5 million to Mitoconix Bio Limited in three tranches
• (10) a conditional commitment to pay CAD9.2 million to PreciThera Inc. in two tranches
• (11) a commitment by ALS to pay less than £0.1 million to WLISF
• (12) the payment of up to \$18.7 million, drawn down in several tranches over a number of years, to BioMotiv as required, having demonstrated a need for cash (further details are set out in paragraph 17.4 of "Part XIV – Additional Information")
• (c) Cash Management

The Company maintains robust cash reserving processes which requires that cash for commitments already made to Group Businesses are duly reserved, as is a cash runway for 18 months of operational expenses.

Soft reserving (not related to existing legal commitments) is also carried out for follow on injections into current Group Businesses where Arix has an appetite, and sees an opportunity, for increasing its stake.

As all existing commitments are fully reserved the proceeds of the Capital Raising is intended to be used to drive new investment opportunities in existing and new Group Business.

PART IX

CAPITALISATION AND INDEBTEDNESS

1. CAPITALISATION

The table below details the Group's total capitalisation at 30 June 2017, extracted without amendment from the Group's unaudited interim financial statements for the six months ended 30 June 2017 (which are incorporated by reference into this Prospectus).

	Unaudited
	30 June 2017
	£'000
Share Capital	52
Share Premium	105,186
Translation Reserve	(28) ––––––––––––
	105,210
	–––––––––––– ––––––––––––

There has been no material change in the Group's capitalisation since 30 June 2017.

2. INDEBTEDNESS

The Group had no indebtedness as at 31 December 2017.

2.1 Net Financial Funds

The table below details the unaudited net consolidated financial funds of the Group as at 31 December 2017.

	Unaudited
	31 December
	2017
	£'000
Cash	74,938
Cash equivalents	–
Trading securities	– ––––––––––––
Total Liquidity	74,938 –––––––––––– ––––––––––––
Bank Debt	–
Bond issues	–
Other financial indebtedness	– ––––––––––––
Total Indebtedness	– ––––––––––––
Net financial funds	74,938 ––––––––––––
	––––––––––––

The Group has no indirect or contingent indebtedness as at 31 December 2017.

3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT FINANCIAL RISKS

The Group is exposed to market risk, interest rate risk, credit risk and liquidity risk. The Executive Directors oversees the management of these risks and ensures that the financial risk taking is governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and risk appetite.

The Directors review and agree the policies for managing risk, which are summarised below:

3.1 Market risk

3.1.1 Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar and Euros. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk; the impact of foreign exchange on these holdings is closely monitored.

3.1.2 Price risk

The Group is exposed to equity securities price risk because of its equity interests are held at fair value through profit or loss.

3.2 Interest rate risk

The Group has no indebtedness at 30 June 2017 and its income is substantially independent of changes in market interest rates. Interest bearing assets include loans, cash and cash equivalents, which earn interest at fixed and variable rates. The Group has a treasury policy to manage cash and cash equivalents.

3.3 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The major classes of financial assets of the Group are cash and cash equivalents and trade and other receivables.

Risk of counterparty default arising on cash and cash equivalents is controlled within a framework of dealing with high quality institutions.

As at 30 June 2017 and 31 December 2016, all of the Group's cash and cash equivalents were deposited with institutions that have a credit rating of at least category A+, according to Fitch ratings.

No counterparty has failed to meet its obligations over the period. The maximum exposure to credit risk is represented by the carrying amount of each asset. The Directors do not expect any significant counterparty to fail to meet its obligations.

3.4 Liquidity risk

The Group manages liquidity risk by maintaining sufficient cash to enable it to meet its operational requirements.

3.5 Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern, whilst also maximising the operating potential of the business. The capital structure of the Company consists of equity attributable to equity holders of the Company, comprising issued capital and retained earnings. The Company is not subject to externally imposed capital requirements.

PART X

HISTORICAL FINANCIAL INFORMATION

The consolidated annual report and accounts of the Group for the period from 15 September 2015 to 31 December 2016 (the "Annual Accounts") are available for inspection in accordance with Paragraph 20 of "Part XIV – Additional Information" and contain information which is relevant to the Capital Raising. The Annual Accounts are also available on the Company's website at www.arixbioscience.com.

The table below sets out the sections of the Annual Accounts which are incorporated by reference into this Prospectus so as to provide such information as is required by the Prospectus Rules and to ensure that Shareholders and prospective Investors are aware of all information is necessary to enable them to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Group. Where part only of a document is incorporated by reference into this Prospectus, those parts not so incorporated by reference are either not relevant to prospective investors or are covered elsewhere in this Prospectus.

Information incorporated		Page number in by
reference	Reference document	reference document
Annual audited accounts of	Independent Auditors' Report	64
Arix Bioscience plc for the	Consolidated Statement of	71
period ended 31 December 2016	Comprehensive Income
and the independent auditor's	Consolidated Statement of	72
report thereon	Financial Position
	Consolidated Statement of	73
	Changes in Equity
	Consolidated Statement of	74
	Cash Flows
	Notes to the Financial Statements	75

PART XI

UNAUDITED FINANCIAL INFORMATION FOR THE SIX MONTHS ENDED 30 JUNE 2017

The unaudited financial information of the Group for the 6-month period from 1 January 2017 to 30 June 2017 (the "Interim Accounts") are available for inspection in accordance with Paragraph 20 of "Part XIV – Additional Information" and contain information which is relevant to the Capital Raising. The Annual Accounts are also available on the Company's website at www.arixbioscience.com.

The table below sets out the sections of the Interim Accounts which are incorporated by reference into this Prospectus so as to provide such information as is required by the Prospectus Rules and to ensure that Shareholders and prospective Investors are aware of all information is necessary to enable them to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Group. Where part only of a document is incorporated by reference into this Prospectus, those parts not so incorporated by reference are either not relevant to prospective investors or are covered elsewhere in this Prospectus.

Information incorporated		Page number in
by reference	Reference document	reference document
Unaudited interim accounts of	Consolidated Statement of	3
Arix Bioscience plc for the period ended 30 June 2017	Comprehensive Income Consolidated Statement of	5
	Financial Position Consolidated Statement	6
	of Changes in Equity
	Consolidated Statement	7
	of Cash Flows Notes to the	8
	Financial Statements

PART XII

DETAILS OF THE CAPITAL RAISING

1. DESCRIPTION OF THE CAPITAL RAISING

The Capital Raising consists of the Firm Placing, Placing and Offer for Subscription.

The Capital Raising is conditional, inter alia, on:

• (a) the Resolutions being passed at the General Meeting;
• (b) the Placing Agreement becoming wholly unconditional (save as to Admission) and not having been terminated in accordance with its terms prior to Admission; and
• (c) Admission having become effective on or before 8.00 a.m. on 20 March 2018 (or such later date as the Company and the Joint Bookrunners may agree).

The Company proposes to issue 24,444,442 New Ordinary Shares at the Offer Price pursuant to the Firm Placing. The Offer Price represents a premium of 14.5 per cent. to the closing price of 196.5 pence per Ordinary Share on the Latest Practicable Date. Such New Ordinary Shares are not subject to clawback or re-allocation. Unless an Investor is a Firm Placee, he will not participate in the Firm Placing. There are up to 20,000,002 New Ordinary Shares available to Investors under the Placing and the Offer for Subscription. All of the New Ordinary Shares under the Capital Raising will be issued at the Offer Price which will be payable in full. The currency of the issue is Sterling.

The issue of up to 44,444,444 New Ordinary Shares pursuant to the Capital Raising is expected to raise gross proceeds of up to £100 million, assuming the maximum number of New Ordinary Shares are issued pursuant to the Firm Placing, the Placing and the Offer for Subscription. The estimated Net Proceeds are approximately £95 million. The total expenses incurred (or to be incurred) by the Company are up to approximately £5 million including the aggregate commission to the Bookrunners and the Placing Agents of up to £3 million. No expenses will be charged by the Company to any Investor who subscribes for New Ordinary Shares pursuant to the Capital Raising.

The New Ordinary Shares will represent approximately 31.6 per cent. of the total issued Ordinary Shares immediately following Admission (assuming full take-up of the Placing and the Offer for Subscription).

The Joint Bookrunners have agreed, subject to certain conditions, to use reasonable endeavours to procure Investors to subscribe for the New Ordinary Shares to be issued by the Company under the Capital Raising. The Capital Raising is not being underwritten.

The Offer for Subscription is being made in the United Kingdom, the Channel Islands and the Isle of Man. The final number of New Ordinary Shares allocated pursuant to the Placing and the Offer for Subscription will be decided at the absolute discretion of the Company, after consultation with the Joint Bookrunners after the closing date for applications.

Admission is expected to take place and dealings in the New Ordinary Shares are expected to commence on the London Stock Exchange on 20 March 2018. No application has been or is currently intended to be made for the New Ordinary Shares to be admitted to listing or dealt with on any other stock exchange. When admitted to trading, the New Ordinary Shares will be registered with ISIN GB00BD045071 and SEDOL number BD04507.

The Company intends to apply the Net Proceeds in pursuit of the objectives set out in "Reasons for the Capital Raising" and in "Part VI – Information on the Group".

2. TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING

2.1 Introduction

Participation in the Firm Placing and/or the Placing is only available to persons who are invited to participate by the Joint Bookrunners and the Placing Agents. These terms and conditions apply to persons making an offer to subscribe for New Ordinary Shares pursuant to the Firm Placing or Placing.

The Investors hereby agree with the Joint Bookrunners, the Placing Agents and the Company to be bound by these terms and conditions as being the terms and conditions upon which New Ordinary Shares will be sold under the Firm Placing and the Placing. An Investor shall, without limitation, become so bound if the Joint Bookrunners confirm its allocation of New Ordinary Shares under the Firm Placing and/or the Placing (as applicable) to such Investor.

Upon being notified of its allocation of New Ordinary Shares under the Firm Placing and/or under the Placing, an Investor shall, subject to the provisions of paragraph 1 of this Part XII with respect to the New Ordinary Shares, be contractually committed to acquire the number of New Ordinary Shares allocated to them (subject in the case of the New Ordinary Shares under the Placing to scaling back in whole or part as determined by the Directors in consultation with the Joint Bookrunners) at the Offer Price and to the fullest extent permitted by law and will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made. Each Investor acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights an Investor may have. Each such Investor is deemed to acknowledge receipt and understanding of this Prospectus and in particular the risk and investment warnings contained in this Prospectus.

The Company will update the information provided in this Prospectus by means of a supplemental prospectus if a significant new factor, that may affect the evaluation by prospective Investors of the Capital Raising, occurs prior to Admission or if this Prospectus contains any material mistake or inaccuracy. This Prospectus and any supplement thereto will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules. If a supplemental Prospectus is published prior to Admission, Investors and Intermediaries shall have the right to withdraw their subscriptions made prior to the publication of the supplement. Such withdrawal must be done within the time limits set out in the supplemental prospectus (if any) (which shall not be shorter than two days after publication of the supplemental prospectus).

2.2 Agreement to acquire New Ordinary Shares

Subject to the conditions set out in paragraph 1 in this Part XII, an Investor agrees to become a Shareholder and agrees to acquire New Ordinary Shares at the Offer Price. The number of New Ordinary Shares issued to such Investor under the Firm Placing and/or under the Placing shall be in accordance with the arrangements described in this Part XII.

Each Investor undertakes to pay the Offer Price for each New Ordinary Share issued to such Investor in such manner as shall be directed by the Joint Bookrunners. In the event of any failure by an Investor to pay as so directed by the Joint Bookrunners, the relevant Investor shall be deemed hereby to have appointed the Joint Bookrunners or any nominee of the Joint Bookrunners to sell (in one or more transactions) any or all of the New Ordinary Shares in respect of which payment shall not have been made as so directed and to have agreed to indemnify on demand the Joint Bookrunners in respect of any liability for UK stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales. If any Investor fails to pay as directed by the Joint Bookrunners, the relevant Investor's application for New Ordinary Shares may also be rejected.

If Admission does not occur, subscription monies will be returned without interest at the risk of the applicant.

Applications under the Placing are required to be received by the Joint Bookrunners no later than 3.00 p.m. on 15 March 2018 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

By receiving this Prospectus, each Investor is deemed to acknowledge, agree, represent and warrant to each of the Joint Bookrunners, the Placing Agents and the Company the statements set out in paragraph 2.3 of this Part XII below and "Part XV – Notices to Investors".

2.3 Representations, warranties and acknowledgements of the Investors

Each Investor and any person subscribing for or applying to subscribe for New Ordinary Shares, or agreeing to subscribe for New Ordinary Shares on behalf of an Investor or authorising the Joint Bookrunners to notify an Investor's name to the Registrar in connection with the Firm Placing and the Placing, will be deemed to represent and warrant to the Joint Bookrunners, the Registrar and the Company that:

• (a) in agreeing to subscribe for New Ordinary Shares, the Investor is relying solely on this Prospectus, any supplemental prospectus and any regulatory announcement issued by or on behalf of the Company on or after the date hereof and prior to Admission, and not on any other information or representation concerning the Company or the Capital Raising. The Investor agrees that none of the Company or the Registrar nor any of their respective officers or directors will have any liability for any other information or representation. The Investor irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
• (b) unless otherwise indicated, the content of this Prospectus is exclusively the responsibility of the Company and the Directors and none of the Joint Bookrunners, the Registrar nor any person acting on their behalf nor any of their respective affiliates is responsible for or shall have any liability for any information, representation or statement contained in this Prospectus or any information published by or on behalf of the Company, none of the Joint Bookrunners, the Registrar nor any person acting on their behalf nor any of their respective affiliates will be liable for any decision by an Investor to participate in the Firm Placing or the Placing based on any information, representation or statement contained in this Prospectus or otherwise;
• (c) it has not relied on any information given or representations, warranties or statements made by the Company, the Directors, the Joint Bookrunners, the Registrar or any other person in connection with the Capital Raising other than information contained in this Prospectus and/or any supplemental prospectus or regulatory announcement issued by or on behalf of the Company on or after the date hereof and prior to Admission. The Investor irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
• (d) none of the Joint Bookrunners is making any recommendations to the Investor or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Capital Raising, and the Investor acknowledges that participation in the Capital Raising is on the basis that it is not and will not be a client of either of the Joint Bookrunners and that the Joint Bookrunners are acting for the Company and no one else in connection with the Capital Raising, and will not be responsible to anyone other than their clients for the protections afforded to their clients, nor for providing advice in relation to the Capital Raising, the contents of this Prospectus or any transaction, arrangements or other matters referred to herein, or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of the Joint Bookrunners' rights and obligations under the Placing Agreement, including any right to waive or vary any condition or exercise any termination right contained therein;
• (e) if the Investor is situated in the United Kingdom, it is: (a) a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotions Order"); or (b) a high net worth body corporate, unincorporated association or partnership or trustee of a high value trust as described in Article 49(2) of the Financial Promotions Order, or is otherwise a person to whom an invitation or inducement to engage in investment activity may be communicated without contravening section 21 of FSMA;
• (f) if the Investor is in any EEA State which has implemented the Prospectus Directive, it is: (i) a legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) a legal entity which is otherwise permitted by law to be offered and issued New Ordinary Shares in

circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws. If the Investor subscribes for New Ordinary Shares as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, it further represents, warrants and undertakes that: (i) the New Ordinary Shares have not been and will not be acquired on behalf of, nor have they been nor will they be acquired with a view to their offer or resale to, persons in any EEA State other than qualified investors, as that term is defined in the Prospectus Directive; and (ii) where New Ordinary Shares have been acquired by it on behalf of persons in an EEA State other than qualified investors, the offer of those New Ordinary Shares to it is not treated under the Prospectus Directive as having been made to such persons;

• (g) it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2003, or applicable legislation in any other jurisdiction (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations;
• (h) unless an appropriate exemption applies so as to permit the Company to offer or issue to you New Ordinary Shares, and to permit you to subscribe for New Ordinary Shares, the Investor is not a national, resident or citizen of Australia, Canada, Japan, New Zealand or Republic of South Africa or a corporation, partnership or other entity organised under the laws of Australia, Canada, Japan, New Zealand or Republic of South Africa and further that the Investor will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Ordinary Shares in Australia, Canada, Japan, New Zealand or Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan, New Zealand or Republic of South Africa and the Investor acknowledges that the Ordinary Shares have not been and will not be registered under the applicable securities law of Australia, Canada, Japan, New Zealand or Republic of South Africa and that the same are not being offered for sale and may not, directly or indirectly, be offered, sold, transferred or delivered in Australia, Canada, Japan, New Zealand or Republic of South Africa;
• (i) it is entitled to subscribe for the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it; it has fully observed such laws and obtained all governmental and other consents which may be required under such laws and complied with all necessary formalities; it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction; and it has not taken any action or omitted to take any action which will or may result in any of the Joint Bookrunners, the Company, the Registrar or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal and regulatory requirements of any jurisdiction in connection with the Capital Raising or, if applicable, its acceptance of or participation in the Capital Raising;
• (j) in the case of a person who agrees on behalf of an Investor to subscribe for New Ordinary Shares under the Capital Raising and/or who authorises the Joint Bookrunners to notify the Investor's name to the Registrar, that person represents and warrants that he has authority to do so on behalf of the Investor;
• (k) it will pay to the Joint Bookrunners (or as they may direct) any amounts due from it in accordance with this Prospectus on the due time and date set out herein; and
• (l) it hereby acknowledges to the Joint Bookrunners, the Registrar and the Company that the Investor has been warned that an investment in the New Ordinary Shares is only suitable for Investment by a person who:
• (i) has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring the New Ordinary Shares; and
• (ii) is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring the New Ordinary Shares.

The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings.

In addition, each Investor in the New Ordinary Shares offered in the Firm Placing or the Placing outside the United States in reliance on Regulation S will be deemed to have represented and agreed to the terms set out under the heading "Restrictions on purchasers of Ordinary Shares outside the United States who are not US Persons" in "Part XV – Notices to Investors". In addition, each purchaser of New Ordinary Shares in the Firm Placing or the Placing that is located within the United States or that is a US Person (or is purchasing for the account or benefit of a US Person) will be required to execute a US Investor Letter. Each such purchaser must deliver the US Investor Letter to the Joint Bookrunners or the Company, as the case may be. The US Investor Letter will require such purchasers to give certain representations, warranties and undertakings, as set out under the heading "Restrictions on purchasers of Ordinary Shares that are in the United States or are US Persons (wherever located) in "Part XV – Notices to Investors".

3. THE TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION

3.1 Introduction

New Ordinary Shares to be issued at the Offer Price are available to the public under the Offer for Subscription. The Offer for Subscription is only being made in the United Kingdom, the Channel Islands and the Isle of Man. The terms and conditions of application under the Offer for Subscription are set out in paragraph 3.2 of this Part XII below. An Application Form is set out at the end of this Prospectus. The terms and conditions should be read carefully before an application is made. Investors should consult their respective stockbroker, bank manager, solicitor, accountant, legal or professional adviser or other financial adviser if they are in doubt about the contents of this Prospectus. The Offer for Subscription is not being underwritten. The latest time and date for receipt of Application Forms under the Offer for Subscription is 11.00 a.m. on 15 March 2018. Applications under the Offer for Subscription, save in respect of applications under the Offer for Subscription through Intermediaries, must be for a minimum subscription amount of £1,000 and, save in respect of applications under the Offer for Subscription through the Intermediaries, thereafter in multiples of £100. All applications for Ordinary Shares under the Offer for Subscription will be payable in full, in Sterling, by a cheque or banker's draft drawn on a UK clearing bank, payments by electronic transfer or the application can be settled within CREST. Applications may be rejected in whole or in part at the sole discretion of the Company.

3.2 The terms and conditions

• 3.2.1 The contract created by the acceptance by the Company of an Application under the Offer for Subscription will be conditional on:
• (a) Admission becoming effective by not later than 8.00 a.m. (London time) on 20 March 2018 (or such later date as may be provided for in accordance with the terms of the Placing Agreement referred to in paragraph 17.12 of "Part XVI – Additional Information");
• (b) the Placing Agreement referred to in paragraph 17.12 of "Part XIV Additional Information") becoming otherwise unconditional in all respects, and not being terminated in accordance with its terms before Admission becomes effective; and
• (c) satisfaction of the conditions set out in "Part XII Details of the Capital Raising".
• 3.2.2 The Company reserves the right to present all cheques and banker's drafts for payment on receipt and to retain application monies and refrain from delivering an Applicant's New Ordinary Shares into CREST, pending clearance of the successful Applicant's cheques or banker's drafts. The Company also reserves the right to reject in whole or part, or to scale down or limit, any Application. The Company may treat Applications as valid and binding if made in accordance with the prescribed instructions and the Company may, at its discretion, accept an Application in respect of which payment is not received by the Company prior to the closing of the Offer for Subscription. If any Application is not accepted in full or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned (without interest) by returning each relevant Applicant's cheque or banker's draft or by crossed cheque in favour of the first Applicant through the post at the risk of the person(s) entitled thereto.

In the meantime, application monies will be retained by the Receiving Agent in a separate account.

3.2.3 The Company will apply for the New Ordinary Shares issued pursuant to the Offer for Subscription in uncertificated form to be enabled for CREST transfer and settlement with effect from Admission. Accordingly, settlement of transactions in the New Ordinary Shares issued pursuant to the Offer for Subscription will normally take place within the CREST system.

The Application Form contains details of the information which the Company's registrars, Equiniti Limited, will require from you in order to settle your application within CREST, if you so choose. If you do not provide any CREST details or if you provide insufficient CREST details for Equiniti Limited to match to your CREST account, Equiniti Limited will deliver the New Ordinary Shares in certificated form provided payment has been made in terms satisfactory to the Company.

The right is reserved to issue the New Ordinary Shares in certificated form should the Company, having consulted with the Receiving Agent, consider this to be necessary or desirable. This right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by the Receiving Agent in connection with CREST.

The person named for registration purposes in your Application Form (which term shall include the holder of the relevant CREST account) must be: (a) the person procured by you to subscribe for or acquire the relevant New Ordinary Shares; or (b) yourself; or (c) a nominee of any such person or yourself, as the case may be. Neither the Receiving Agent 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. The Receiving Agent, on behalf of the Company, will input a DVP instruction into the CREST system according to the booking instructions provided by you in your Application Form. The input returned by you or your settlement agent/custodian of a matching or acceptance instruction to that CREST input will then allow the delivery of your Ordinary Shares to your CREST account against payment of the Initial Issue Price through the CREST system upon the Settlement Date.

By returning the Application Form you agree that you will do all things necessary to ensure that you or your settlement agent/custodian's CREST account allows for the delivery and acceptance of New Ordinary Shares to be made prior to 8.00 a.m. on 20 March 2018 against payment of the Offer Price. Failure by you to do so will result in you being charged interest at a rate equal to the London Inter-Bank Offered Rate for seven day deposits in Sterling plus two per cent. per annum.

The Receiving Agent will contact you via email to confirm your allocation and provide you with the relevant details which you will need to input by no later than 1.00 p.m. on 20 March 2018. Ensure you provide an email contact address in Box 2A of the Application Form.

To ensure that you fulfil this requirement it is essential that you or your settlement agent/custodian follow the CREST matching criteria set out below:

Trade date: 16 March 2018 Settlement date: 20 March 2018 Company: Arix Bioscience Plc Security description: Ordinary Shares of 0.001 pence each SEDOL: BD04507 ISIN: GB00BD045071 Equiniti Limited Counter party details: Participant ID: 6RA64

Member account ID: RA280501

Should you wish to settle by delivery versus payment method ("DVP"), you will need to match your instructions to the Receiving Agent's participant ID: 6RA64 Member Account ID: RA280501 by no later than 1.00 p.m. on 19 March 2018.

You must also ensure that you or your settlement agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to your/its own daily trading and settlement requirements.

In the event of late CREST settlement, the Company, after having consulted with the Receiving Agent, reserves the right to deliver the New Ordinary Shares outside CREST in certificated form provided payment has been made in terms satisfactory to the Company and all other conditions in relation to the Offer for Subscription have been satisfied.

• 3.2.4 If you wish to pay by electronic transfer, payments must be made by CHAPS or SWIFT in Sterling. Payments must be made for value by 11.00 a.m. on 15 March 2018. Please contact the Receiving Agent by email at offer@equiniti.com for full bank details. The Receiving Agent will then provide you with a unique reference number which must be used when sending payment. The reference number must also be inserted in section 4 of the Application Form. By clearly writing the Reference Number on the Application Form this will enable the Receiving Agent to link the payments.
• 3.2.5 To ensure compliance with the Money Laundering Regulations, the Company (or any of its agents) may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment. If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or Intermediary and not of the Company (or any of its agents).
• 3.2.6 The person lodging the Application Form with payment and in accordance with the other terms as described above, including any person who appears to the Company (or any of its agents) to be acting on behalf of some other person, accepts the Offer for Subscription in respect of such number of offered New Ordinary Shares as is referred to therein and shall thereby be deemed to agree to provide the Company (or any of its agents) with such information and other evidence as the Company (or any of its agents) may require to satisfy the verification of identity requirements.
• 3.2.7 If the Company (or any of its agents) determines that the verification of identity requirements apply to any Application, the relevant New Ordinary Shares (notwithstanding any other term of the Offer for Subscription) will not be issued to the relevant Applicant unless and until the verification of identity requirements have been satisfied in respect of that Applicant (or any beneficial holder) or Application. The Company (or any of its agents) is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any Application and whether such requirements have been satisfied, and neither the Company nor any agent of it will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.
• 3.2.8 If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Company (or any of its agents) has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant Application as invalid, in which event the monies payable on acceptance of the Offer for Subscription will be returned (at the Applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn.
• 3.2.9 Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company, the Joint Bookrunners and the Receiving Agent from

the Applicant that the Money Laundering Regulations will not be breached by application of such remittance. The verification of identity requirements will not usually apply:

• (a) if the Applicant is an organisation required to comply with the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or
• (b) if the Applicant is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or
• (c) if the aggregate subscription price for the offered New Ordinary Shares is less than the lower of £12,500 or €15,000.
• 3.2.10 In other cases the verification of identity requirements may apply. If the Application Form is lodged with payment by a regulated financial services firm (being a person or institution) (the "Firm") which is located in Austria, Belgium, Canada, Cyprus, Denmark, Finland, France, Germany, Gibraltar, Guernsey, Hong Kong, Iceland, Ireland, Isle of Man, Italy, Japan, Jersey, Luxembourg, Malta, the Netherlands, New Zealand, Norway, Portugal, Singapore, the Republic of South Africa, Spain, Sweden, Switzerland or the UK, the Firm should provide with the Application Form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Company (or any of its agents). If the Firm is not such an organisation, it should contact the Registrar to confirm the acceptability of any written assurance referred to above, or in any other case, the Applicant should call the Receiving Agent. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
• 3.2.11 If the Application Form(s) is/are in respect of New Ordinary Shares with an aggregate subscription price of more than the higher of £12,500 or €15,000 and is/are lodged by hand by the Applicant in person, or if the Application Form(s) in respect of New Ordinary Shares is/are lodged by hand by the Applicant and the accompanying payment is not the Applicant's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.
• 3.2.12 If, within a reasonable period of time following a request for verification of identity, and in any case by 11.00 a.m. on 15 March 2018, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Receiving Agent may, as agent of the Company and upon instruction from the Company, reject the relevant Application, in which event the monies submitted in respect of that Application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

• 3.2.13 All payments must be made by cheque or banker's draft in pounds sterling drawn on a branch in the United Kingdom of a bank or a building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by those companies: cheques and banker's drafts must bear the appropriate sort code in the top right hand corner. Cheques, which must be drawn on the personal account of the individual investor where they have sole or joint title to the funds, should be made payable to: Equiniti Ltd Re Arix Bioscience plc Offer for Subscription in respect of an Application and crossed "A/C Payee Only". Cheques should be for the full amount payable on Application. Post-dated cheques will not be accepted.

• 3.2.14 Third party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the back of the cheque/banker's draft to such effect. The account name should be the same as that shown on the Application Form.

• 3.2.15 The following is provided by way of guidance to reduce the likelihood of difficulties, delays and potential rejection of an Application Form (but without limiting the Receiving Agent's right to require verification of identity as indicated above):
• (a) Applicants should make payment by a cheque drawn on an account in their own name and write their name and address on the back of the banker's draft or cheque and, in the case of an individual, record his date of birth against his name; banker's drafts should be duly endorsed by the bank or building society on the reverse of the cheque as described above; and
• (b) if an Applicant makes the Application as agent for one or more persons, (s)he should indicate on the Application Form whether (s)he is a UK or EU-regulated person or institution (for example a bank or stockbroker) and specify his status. If an Applicant is not a UK or EU-regulated person or institution, (s)he should contact the Receiving Agent.
• 3.2.16 By completing and delivering an Application Form you, as the Applicant (and, if you sign the Application Form on behalf of somebody else or a corporation, that person or corporation, except as referred to in paragraph (a) below) will be deemed to represent and warrant to each of the Company, and the Joint Bookrunners that you:
• (1) offer to subscribe for the number of Ordinary Shares specified in your Application Form (or such lesser number for which your Application is accepted) on the terms of and subject to this Prospectus, including these terms and conditions, and subject to the Articles of Association of the Company;
• (2) agree that, in consideration of the Company agreeing to process your Application, your Application cannot be revoked (subject to any legal right to withdraw your application which arises as a result of the publication of a supplementary prospectus) and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to, or (in the case of delivery by hand during normal business hours only) on receipt by, the Receiving Agent of your Application Form;
• (3) agree and warrant that your cheque or banker's draft may be presented for payment on receipt and will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive the New Ordinary Shares until you make payment in cleared funds for the New Ordinary Shares and such payment is accepted by the Company in its absolute discretion (which acceptance shall be on the basis that you indemnify it, and the Receiving Agent, against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the Company of such late payment, the Company may (without prejudice to its other rights) avoid the agreement to subscribe for such New Ordinary Shares and may issue or allot such New Ordinary Shares to some other person, in which case you will not be entitled to any payment in respect of such New Ordinary Shares other than the refund to you at your risk of the proceeds (if any) of the cheque or banker's draft accompanying your Application, without interest;
• (4) agree that (i) any monies returnable to you may be retained pending clearance of your remittance and the completion of any verification of identity required by the Money Laundering Regulations and (ii) monies pending allocation will be retained in a separate account and that such monies will not bear interest;
• (5) agree that where on your Application Form a request is made for New Ordinary Shares to be deposited into a CREST account (a "CREST Account"): (i) the Receiving Agent may in its absolute discretion issue such New Ordinary Shares in certificated

form registered in the name(s) of the holder(s) specified in your Application Form (and recognise that the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the applicant or the owner of the CREST Account or in receiving your remittance in cleared funds); and (ii) the Receiving Agent, the Company or the Joint Bookrunners may authorise your financial adviser or whoever he or she may direct to send a document of title for or credit your CREST Account in respect of the number of New Ordinary Shares for which your application is accepted, and/or a crossed cheque for any monies returnable, by post at your risk to your address set out on your Application Form;

• (6) undertake to provide satisfactory evidence of your identity within such reasonable time (in each case to be determined in the absolute discretion of the Company and the Receiving Agent) to ensure compliance with the Money Laundering Regulations;
• (7) agree that, in respect of those New Ordinary Shares for which your Application has been received and is not rejected, acceptance of your Application shall be constituted, at the election of the Company, either (i) by notification to the UK Listing Authority and the London Stock Exchange of the basis of allocation (in which case acceptance shall be on that basis) or (ii) by notification of acceptance thereof to the Receiving Agent;
• (8) authorise the Receiving Agent to procure that your name (together with the name(s) of any other joint Applicant(s)) is/are placed on the register of members of the Company in respect of such Ordinary Shares and to send a crossed cheque for any monies returnable by post without interest, at the risk of the persons entitled thereto, to the address of the person (or in the case of joint holders the first-named person) named as an Applicant in the Application Form;
• (9) acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation other than as contained in this Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Receiving Agent, or any of their affiliates or any other person;
• (10) warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person or corporation, and such person or corporation will also be bound accordingly and will be deemed to have given the confirmations, warranties and undertakings contained herein and undertake to enclose your power of attorney, or a copy thereof duly certified by a solicitor or bank, with the Application Form;
• (11) agree that all Applications, acceptances of Applications and contracts resulting from such acceptances shall be governed by and construed in accordance with English law, and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such Applications, acceptances of Applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
• (12) confirm that in making such Application, neither you nor any person on whose behalf you are applying are relying on any information or representation in relation to the Company other than the information contained in this Prospectus and any supplementary prospectus and, accordingly, you agree that no person (responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof) shall have any liability for any such information or representation;
• (13) confirm that your Application is made solely on the terms of this Prospectus and subject to the Articles of Association;
• (14) irrevocably authorise the Company or any person authorised by it to do all things necessary to effect registration of any Ordinary Shares subscribed by or issued to you into your name(s) or into the name(s) of any person(s) in whose favour the

entitlement to any such New Ordinary Shares has been transferred and authorise any representative of the Company to execute any document required therefor;

• (15) agree that, having had the opportunity to read this Prospectus, you shall be deemed to have had notice of all information and representations concerning the Company and the New Ordinary Shares contained therein;
• (16) confirm that you have reviewed the restrictions contained in these terms and conditions;
• (17) warrant that, if you are an individual, you are not under the age of 18;
• (18) agree that all documents and cheques sent by post to, by or on behalf of the Company or the Receiving Agent, will be sent at the risk of the person(s) entitled thereto;
• (19) warrant that in connection with your Application you have observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your Application in any territory and that you have not taken any action which will or may result in the Company or any person responsible solely or jointly for the prospectus or any part of its or involved in the preparation thereof acting in breach of the regulatory or legal requirements of any territory (including in particular FSMA) in connection with the Offer for Subscription or your Application;
• (20) save where you have satisfied the Company that an appropriate exemption applies so as to permit you to subscribe, represent and agree that you are not a resident of United States, Australia, Canada, Japan or the Republic of South Africa;
• (21) agree, on request by the Company or the Receiving Agent on behalf of the Company, to disclose promptly in writing to the Company or the Receiving Agent any information which the Company or the Receiving Agent may reasonably request in connection with your Application, and authorise the Company or the Receiving Agent on behalf of the Company to disclose any information relating to your Application as it considers appropriate;
• (22) if the laws of any territory or jurisdiction outside the United Kingdom are applicable to your agreement to subscribe for New Ordinary Shares under the Offer for Subscription, you warrant that you have complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action or omitted to take any action which will result in the Company, the Joint Bookrunners or the Receiving Agent or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Offer for Subscription;
• (23) acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation other than as contained in this Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by the Company or the Joint Bookrunners;
• (24) confirm that you are not applying as, nor are you applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services);
• (25) if you are outside the United Kingdom, confirm that neither this Prospectus nor any other offering, marketing or other material in connection with the Offer for Subscription constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Ordinary Shares

pursuant to the Offer for Subscription unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to you or such person and New Ordinary Shares could lawfully be distributed to and subscribed and held by you or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

• (26) confirm that you do not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the New Ordinary Shares and you are not acting on a non-discretionary basis for any such person;
• (27) confirm that you have complied and will comply with all applicable provisions of the Criminal Justice Act 1993 and the Market Abuse Regulation (EU) No. 596/2014 with respect to anything done by it in relation to the Offer for Subscription and/or the New Ordinary Shares;
• (28) agree that you accept that if the Offer for Subscription does not proceed or the conditions to the Placing Agreement are not satisfied or the New Ordinary Shares for which valid applications are received and accepted are not admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange for any reason whatsoever then neither the Joint Bookrunners nor the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
• (29) acknowledge and agree that information provided by you to the Company, the Joint Bookrunners or the Receiving Agent will be stored both on the Registrar's computer system and manually. You acknowledge and agree that for the purposes of the Data Protection Act 1998 (the "DP Act") and other relevant data protection legislation which may be applicable, the Registrar is required to specify the purposes for which it will hold personal data. The Registrar will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
• (i) process your personal data (including sensitive personal data) as required by or in connection with your holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on you;
• (ii) communicate with you as necessary in connection with your affairs and generally in connection with its holding of Ordinary Shares;
• (iii) provide personal data to such third parties as the Registrar may consider necessary in connection with your affairs and generally in connection with your holding of Ordinary Shares or as the DP Act may require, including to third parties outside the EEA;
• (iv) without limitation, provide such personal data to the Company and each of their respective associates for processing, notwithstanding that any such party may be outside the EEA; and
• (v) process your personal data for the Registrar's internal administration;
• (30) in providing the Registrar and the Administrator with information, you hereby represent and warrant to the Registrar and the Administrator that you have obtained the consent of any data subject to the Registrar and the Administrator and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes set out in paragraph (28) above).

For the purposes of this Prospectus, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the DP Act;

(31) acknowledge that the Joint Bookrunners and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to you;

• (32) acknowledge that the representations, undertakings and warranties contained in this Prospectus are irrevocable. You acknowledge that the Joint Bookrunners and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and you agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the New Ordinary Shares are no longer accurate, you shall promptly notify the Joint Bookrunners and the Company; and
• (33) if you are in the Bailiwick of Guernsey, you are a person licensed under any of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended), or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as amended).
• 3.2.17 If you are applying on behalf of someone else you will not, and will procure that none of your affiliates will, circulate, distribute, publish or otherwise issue (or authorise any other person to issue) any document or information in connection with the Issue, or make any announcement or comment (whether in writing or otherwise) which states or implies that it has been issued or approved by or prepared in conjunction with the Company or any person responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof or which contains any untrue statement of material fact or is misleading or which omits to state any material fact necessary in order to make the statements therein not misleading.
• 3.2.18 No person receiving a copy of this Prospectus and/or an Application Form in any territory other than the UK may treat the same as constituting an invitation or an offer to him; nor should (s)he in any event use an Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or the Application Form could lawfully be used without contravention of any, or compliance with, any unfulfilled registration or other legal or regulatory requirements. It is the responsibility of any person outside the UK wishing to apply for New Ordinary Shares under the Offer for Subscription to satisfy himself/herself as to full observance of the laws of any relevant territory in connection with any such Application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in any such territory and paying any issue, transfer or other taxes required to be paid in any such territory.
• 3.2.19 The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as such term is defined in Regulation S under the US Securities Act). The Company has not been and will not be registered as an "investment company" under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"), and investors will not be entitled to the benefits of the US Investment Company Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) or other regulatory body of any province of Australia, Canada, Japan or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the New Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or the Republic of South Africa. Unless the Company has expressly agreed otherwise in writing, you represent and warrant to the Company that you are not a U.S. Person or a resident of Australia, Canada, Japan or the Republic of South Africa and that you are not subscribing for such Ordinary Shares for the account of any U.S. Person or resident of Australia, Canada, Japan or the Republic of South Africa and that you will not offer, sell, renounce, transfer or deliver, directly or indirectly, New Ordinary Shares subscribed for by you in the United States, Australia, Canada, Japan or the Republic of South Africa or to any U.S. Person or resident of Australia, Canada, Japan or the Republic of South Africa. Subject to certain exceptions, no Application will be accepted if it bears an address in the

United States, Australia, Canada, Japan or the Republic of South Africa unless an appropriate exemption is available as referred to above.

3.2.20 The basis of allocation will be determined by the Board in consultation with the Joint Bookrunners. The right is reserved to reject in whole or in part and/or scale down and/or ballot any Application or any part thereof. The right is reserved to treat as valid any Application not in all respects completed in accordance with the instructions relating to the Application Form, including if the accompanying cheque or banker's draft is for the wrong amount.

3.3 United States purchase and transfer restrictions

Each subscriber of New Ordinary Shares in the Issue and each subsequent investor in the Ordinary Shares will be deemed to have represented, warranted, acknowledged and agreed as follows:

• (1) it is either: (i) acquiring the New Ordinary Shares in an "offshore transaction" meeting the requirements of Regulation S ("Regulation S") under the US Securities Act and not a US Person (as such term is defined in Regulation S) and not acting for the account or benefit of a US Person; or (ii) a US Person who is a QIB or accredited investor and, in each case, a QP;
• (2) it acknowledges that the Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons absent registration or an exemption from registration under the US Securities Act;
• (3) it acknowledges that the Company has not been registered under the US Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the US Investment Company Act;
• (4) no portion of the assets used to purchase, and no portion of the assets used to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the US Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Code. In addition, if an investor is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Code, its purchase, holding, and disposition of the Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
• (5) if in the future the investor decides to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, it will do so only in compliance with an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and under circumstances which will not require the Company to register under the US Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles of Association;
• (6) it is purchasing the Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Ordinary Shares in any manner that would violate the US Securities Act, the US Investment Company Act or any other applicable securities laws;

• (7) it acknowledges that the Company reserves the right to make inquiries of any holder of the Ordinary Shares or interests therein at any time as to such person's status under the US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the US securities laws to transfer such Ordinary Shares or interests in accordance with the Articles of Association;

• (8) it acknowledges and understands that the Company is required to comply with FATCA and CRS and agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA or CRS;

• (9) it is entitled to acquire the Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company or the Joint Bookrunners, or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Issue or its acceptance of participation in the Issue;
• (10) it has received, carefully read and understands this prospectus, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this prospectus or any other presentation or offering materials concerning the Ordinary Shares to within the United States or to any US Persons, nor will it do any of the foregoing;
• (11) if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account; and
• (12) the Company and the Joint Bookrunners and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

The Company, the Joint Bookrunners, the Registrar and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements. If any of the representations, warranties, acknowledgments or agreements made by the investor are no longer accurate or have not been complied with, the investor will immediately notify the Company.

3.4 The Intermediaries

In connection with the Offer for Subscription, the Joint Bookrunners will appoint certain Intermediaries to market the New Ordinary Shares to members of the general public in the United Kingdom, the Channel Islands and the Isle of Man who may be eligible to apply for New Ordinary Shares through the Intermediaries. The Intermediaries who have been appointed by the Joint Bookrunners prior to the date of this Prospectus are listed in paragraph 23 of Part XIV of this Prospectus. Further Intermediaries may be appointed after the date of this Prospectus.

Each Intermediary has agreed, or will on appointment agree, to the Intermediaries Terms and Conditions, which regulate, inter alia, the conduct of the Intermediaries in relation to the offering of New Ordinary Shares on market standard terms and provide for the payment of commission to any Intermediary that elects to receive commission from the Joint Bookrunners. Each Intermediary will submit a single Application Form pursuant to the Offer for Subscription in its own name, as nominee, for the aggregate number of New Ordinary Shares procured by it via subscriptions from Underlying Applicants. In making an application, each Intermediary will also be required to represent and warrant, among other things, that they are not located in the United States and are not acting on behalf of anyone located in the United States.

Only Underlying Applicants in the United Kingdom, the Channel Islands and the Isle of Man may apply for New Ordinary Shares. No New Ordinary Shares allocated to the Intermediaries under the Offer for Subscription will be registered in the name of any Underlying Applicant whose registered address is outside the United Kingdom, the Channel Islands and the Isle of Man except in certain limited circumstances and with the consent of the Joint Bookrunners.

Where an application is not accepted or there are insufficient New Ordinary Shares available to satisfy an application in full (due to scaling back of subscriptions or otherwise), the relevant Intermediary will be obliged to refund the Underlying Applicant as required and all such refunds shall be made without interest. The Company, the Joint Bookrunners and the Placing Agents accept no responsibility with respect to the obligation of the Intermediaries to refund monies in such circumstances. Pursuant to the Intermediaries Terms and Conditions, the Intermediaries have undertaken to make payment on their own behalf for the consideration for any New Ordinary Shares subscribed pursuant to the Offer for Subscription by means of the CREST system against delivery of the New Ordinary Shares. The publication of the Prospectus and any actions of the Company, the Joint Bookrunners, the Placing Agents, the Intermediaries or other persons in connection with the Offer for Subscription should not be taken as any representation or assurance as to the basis on which the number of New Ordinary Shares to be offered under the Offer for Subscription or allocations between applications in the Offer for Subscription (from Intermediaries or otherwise) will be determined and any such actions or statements are hereby disclaimed by the Company, the Joint Bookrunners, the Placing Agents and the Intermediaries.

Each Underlying Applicant must comply with the appropriate money laundering checks required by the relevant Intermediary in accordance with the terms and conditions of the Offer for Subscription.

Intermediaries are prohibited from charging any fees, charges or commissions to a retail investor for making an application for New Ordinary Shares on behalf of such retail investor in the Offer for Subscription. However, Intermediaries may charge Underlying Applicants a fee for buying or holding the allocated New Ordinary Shares for them (including any fees relating to the opening of an individual savings account or a self-invested personal pension for that purpose), provided that the Intermediary has disclosed the fees and terms and conditions of providing those services to each Underlying Applicant prior to the underlying application being made.

The Intermediaries may prepare certain materials for distribution or may otherwise provide information or advice to retail investors in the United Kingdom, the Channel Islands and the Isle of Man, subject to the terms of the Intermediaries Terms and Conditions (further details of which are set out at paragraph 19 of "Part XIV – Additional Information"). Any such materials, information or advice are solely the responsibility of the Intermediaries and will not be reviewed or approved by the Joint Bookrunners or the Company. Any liability relating to such documents will be for the Intermediaries only. Intermediaries are required to provide: (i) a copy of the Prospectus or a hyperlink from which the Prospectus may be obtained; and (ii) the terms and conditions of the relevant Offer for Subscription made by the Intermediary to any prospective investor who has expressed an interest in participating in the Offer for Subscription. Any Intermediary that hosts this Prospectus on its website must state on its website that it uses this Prospectus in accordance with the Company's consent. Any application made by Investors to any Intermediary is subject to the terms and conditions which apply to the transaction between such investor and such Intermediary.

The publication of this Prospectus and/or any supplementary prospectus and any other actions of the Company, the Joint Bookrunners, the Placing Agents, the Intermediaries or other persons in connection with the Capital Raising should not be taken as any representation or assurance by any such person as to the basis on which the number of New Ordinary Shares to be offered under the Offer for Subscription will be determined, and all liabilities for any such action or statement are hereby disclaimed by the Company, the Joint Bookrunners and the Placing Agents.

Each Underlying Applicant who applies for New Ordinary Shares through an Intermediary shall, by submitting an application to such Intermediary, be deemed to acknowledge and agree that such Investor is not relying on any information or representation other than as is contained in the Prospectus, or any supplementary prospectus, that if the laws of any jurisdiction outside the UK are applicable to such Investor's agreement to purchase New Ordinary Shares, such investor has complied with all such laws and none of the Company nor the Joint Bookrunners will infringe any laws of any jurisdiction outside the UK as a result of such Investor's rights and obligations under such investor's agreement to purchase New Ordinary Shares and under the Articles, and that such Investor's personal information may be held and used by the Intermediary, or the Company for purposes relating to the Offer for Subscription, which may include providing its details to third parties for the purpose of performing credit reference checks, money laundering checks and making tax returns, and keeping a record of Underlying Applicants for a reasonable period of time.

4. ISA, SSAS and SIPP

4.1 General

The New Ordinary Shares will be "qualifying investments" for the stocks and shares component of an ISA and the Board will use its reasonable endeavours to manage the affairs of the Company so as to enable this status to be maintained. Save where an account manager is acquiring New Ordinary Shares using available funds in an existing ISA, an investment in New Ordinary Shares by means of an ISA is subject to the usual annual subscription limits applicable to new investments into an ISA (for the tax year 2017/2018 an individual may invest £20,000 worth of stocks and shares in a stocks and shares ISA). Sums received by a Shareholder on a disposal of Ordinary Shares will not count towards the Shareholder's annual limit but a disposal of Ordinary Shares held in an ISA will not serve to make available again any part of the annual subscription limit that has already been used by the Shareholder in that tax year. Individuals wishing to invest in New Ordinary Shares through an ISA should contact their professional advisers regarding their eligibility.

4.2 Offer for Subscription

New Ordinary Shares allotted under the Offer for Subscription will be eligible for inclusion in an ISA, subject to the applicable subscription limits to new investments into an ISA, as set out above, being complied with.

4.3 Placing

New Ordinary Shares allotted under the Placing are not eligible for inclusion in an ISA.

4.4 Secondary market purchases

Ordinary Shares acquired by an account manager by purchase in the secondary market, subject to applicable subscription limits, as set out above, will be eligible for inclusion in an ISA. UK small self-administered schemes and self-invested personal pensions The Ordinary Shares will be eligible for inclusion in a UK SSAS or a UK SIPP, subject to the terms of the particular SSAS or SIPP.

5. SELLING RESTRICTIONS

The New Ordinary Shares have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Capital Raising is being made by means of an offering of the New Ordinary Shares to certain institutional investors in the United Kingdom and elsewhere outside the United States in accordance with Regulation S and applicable laws, and by way of an offering of the New Ordinary Shares to persons in the United States and to US Persons who are QIBs and/or accredited investors, as defined in Rule 501(a) of Regulation D of the US Securities Act, who are, in each case, also QPs, in transactions exempt from the registration requirements of the US Securities Act. The Company has not been and will not be registered under the US Investment Company Act, and Investors will not be entitled to the benefits of that Act.

Certain restrictions that apply to the distribution of this Prospectus and the New Ordinary Shares being issued under the Capital Raising in certain jurisdictions are described in the section headed "Part XV – Notices to Investors". Certain selling and transfer restrictions are also contained in "Part XIV – Additional Information".

6. MISCELLANEOUS

The rights and remedies of each of the Joint Bookrunners, the Registrar 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 shall not prevent the exercise of others.

On application, if an Investor is a discretionary fund manager, that Investor may be asked to disclose in writing or orally to the Joint Bookrunners the jurisdictions in which its funds are managed or owned.

All documents will be sent out at the Investor's risk. They may be sent by post to such Investor at an address notified to the Joint Bookrunners.

Each Investor agrees to be bound by the Articles (as amended from time to time) once the New Ordinary Shares which the Investor has agreed to acquire pursuant to the Capital Raising have been issued to the Investor.

The contract to acquire New Ordinary Shares under the Capital Raising, the appointments and authorities mentioned herein and the representations, warranties and undertakings set out herein will be governed by, and construed in accordance with, English law. For the exclusive benefit of the Joint Bookrunners, the Company and the Registrar, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.

In the case of a joint agreement to purchase New Ordinary Shares under the Capital Raising, references to an "Investor" in these terms and conditions are to each of the Investors who are a party to that joint agreement and their liability is joint and several.

Each of the Joint Bookrunners and the Company expressly reserves the right to modify the Capital Raising (including, without limitation, its timetable and settlement) at any time before closing.

7. DEALING ARRANGEMENTS

The Capital Raising is subject to certain conditions and termination rights in the Placing Agreement (and which is described in paragraph 9), which are typical for an agreement of this nature. Certain conditions are related to events which are outside the control of the Company and the Joint Bookrunners. Further details of the Placing Agreement are provided in paragraph 17.12 of "Part XIV – Additional Information".

Application will be made to the UK Listing Authority for all the New Ordinary Shares to be listed on the Official List (Standard Listing) and application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

It is expected that Admission will take place and dealings in the New Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 20 March 2018. Settlement of dealings from that date will be on a two-day rolling basis. These dates and times may be changed without further notice.

It is expected that New Ordinary Shares allocated to Investors will be delivered in uncertificated form and settlement will take place by means of crediting New Ordinary Shares to relevant CREST stock accounts on Admission. Temporary documents of title will not be issued. Dealings in advance of crediting of the relevant CREST stock account shall be at the risk of the person concerned.

Each purchase of New Ordinary Shares and in case of sub-paragraph (b) below, any person confirming an agreement to purchase New Ordinary Shares on behalf of a purchaser or authorising the Joint Bookrunners to notify the purchaser's name to the Registrars, by accepting delivery of this Prospectus, will be deemed to have represented, agreed and acknowledged that:

• (a) the purchaser is liable for any capital duty, stamp duty, stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating to these) payable outside the United Kingdom by it or any other person on the acquisition by it of any New Ordinary Shares or agreement by it to acquire New Ordinary Shares; and
• (b) the purchaser is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services).

8. CREST

CREST is the system for paperless settlement of trades in listed securities and which is operated by Euroclear. CREST allows securities to be transferred from one person's CREST account to another's without the need to use share certificates or written instruments of transfer.

Application has been made for the New Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the New Ordinary Shares following Admission may take place within the CREST System if any Shareholder so wishes. CREST is a voluntary system and holders of New Ordinary Shares who wish to receive and retain share certificates will be able to do so.

9. PLACING AGREEMENT

The Company and the Joint Bookrunners have entered into the Placing Agreement pursuant to which the Joint Bookrunners have agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers for, and, failing which, to themselves subscribe for, the New Ordinary Shares to be issued by the Company under the Capital Raising.

The Placing Agreement entitles the Joint Bookrunners to terminate the Capital Raising (and the arrangements associated with it) at any time prior to Admission in certain circumstances. If this right is exercised, the Capital Raising and these arrangements will lapse and any monies received in respect of the Capital Raising will be returned to applicants without interest.

Further details of the terms of the Placing Agreement are contained in paragraph 17.12 of "Part XIV – Additional Information".

10. LOCK-UP ARRANGEMENTS

Certain shareholders entered into lock-up arrangements at the IPO on 22 February 2017 whereby they agreed that they would not offer, sell, contract to sell, pledge or otherwise dispose of any of their interests in respect of Ordinary Shares owned, held or controlled by them at the IPO for a year. The term of such lock-up undertakings expired on 22 February 2018. In addition, Ordinary Shares held by the Non-Executive Directors are subject to lock-up restrictions for a period of three years from the date of their relevant letter of appointment (details are in paragraph 6 of Part XIV – Additional Information).

Further details of the terms of the lock-up arrangements are set out in paragraph 17.8 of "Part XIV – Additional Information.

PART XIII

TAXATION

UK Taxation

General

The following statements do not constitute tax advice and are intended only as a general guide to certain UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences of acquiring, holding or disposing of Ordinary Shares. They are based on current UK tax law and what is understood to be the current published practice of HMRC as at the date of this document, both of which may change, possibly with retroactive effect. The statements may not apply to certain Shareholders in the Company, such as (but not limited to) dealers in securities, insurance companies and collective investment schemes, or Shareholders whose opportunity to acquire shares arise from their or another's employment. They relate (except where stated otherwise) to persons who are resident and, in the case of individuals, domiciled or deemed domiciled in the UK for UK tax purposes who are absolute beneficial owners of Ordinary Shares (and any dividends paid on them) and who hold their Ordinary Shares as an investment (other than in a tax exempt wrapper such as an individual savings account or a Self-Invested Personal Pension).

Prospective Investors should consult their own independent professional advisers on the potential tax consequences of subscribing for, purchasing, holding or selling Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence including the consequences of distributions by the Company, either on a liquidation or distribution or otherwise.

1. DIVIDENDS

A Shareholder's liability to taxation on dividends will depend upon the circumstances of the Shareholder and is outlined below.

(a) Withholding at source

The Company will not be required to deduct or withhold UK tax at source when paying dividends.

(b) Individual Shareholders

Dividends paid to UK resident individual shareholders on or after 6 April 2016

(i) UK resident individual Shareholders

An individual Shareholder who is resident and domiciled or deemed domiciled for tax purposes in the United Kingdom and who receives a cash dividend from the Company on or after 6 April 2016 will pay no tax on the first £5,000 of dividend income received in the tax year (the "Nil Rate Amount"). Under the Finance Act (No 2) 2017, the Nil Rate Amount will reduce to £2,000 for dividends received on or after 6 April 2018. The rates of income tax (2016/2017) on dividends received above the annual Nil Rate Amount will be 7.5 per cent. (for basic rate taxpayers), 32.5 per cent. (for higher rate taxpayers) and 38.1 per cent. (for additional rate taxpayers). Dividend income that is within the Nil Rate Amount will still count towards an individual's basic or higher rate limits – and will therefore affect the level of savings allowance to which they are entitled, and the rate of tax that is due on any dividend income in excess of the Nil Rate Amount. Dividend income will still be treated as the top slice of a shareholder's income.

(ii) UK resident corporate Shareholders

A corporate Shareholder resident in the UK for tax purposes which is a "small company" for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act 2009 will not be subject to UK corporation tax on any dividend received from the Company provided certain conditions are met (including an anti-avoidance condition).

Other corporate Shareholders resident in the UK for tax purposes will not be subject to UK corporation tax on any dividend received from the Company so long as the dividend falls within an exempt class and certain conditions are met. For example, (i) dividends paid on Ordinary Shares that are not redeemable and do not carry any present or future preferential rights to dividends or to the Company's assets on its winding-up, and (ii) dividends paid to a person holding less than 10 per cent. of the issued share capital (or any class of that share capital), should generally fall within an exempt class. However, the exemptions mentioned above are not comprehensive and are subject to anti-avoidance rules.

If the conditions for exemption are not met or cease to be satisfied, or such a corporate Shareholder elects an otherwise exempt dividend to be taxable, the Shareholder will be subject to UK corporation tax on dividends received from the Company, at the rate of corporation tax applicable to that corporate Shareholder (currently 19 per cent. from 1 April 2017, and reducing further to 17 per cent. from 1 April 2020).

(iii) Non-UK resident Shareholders

Non-UK resident Individual Shareholders who receive a dividend from the Company are treated as having paid UK income tax on their dividend income at the dividend ordinary rate (7.5 per cent.). Such income tax will not be repayable to a non-UK resident Individual Shareholder. A non-UK resident Shareholder is not generally subject to further UK tax on dividend receipts.

Where a non-UK resident Shareholder carries on a trade profession or vocation in the UK and the dividends are a receipt of that trade, profession or vocation or, in the case of a non-UK corporate Shareholder, if the Ordinary Shares are held for a UK permanent establishment through which a trade is carried on, the Shareholder may be liable to UK tax on dividends.

An individual Shareholder who has ceased to be resident for tax purposes in the UK or is treated as resident outside the UK for the purposes of a double tax treaty for a period of five years or less and who receives or becomes entitled to dividends from the Company during that period of temporary non-residence may, if the Company were to be treated as a close company for UK tax purposes and certain other conditions are met, be liable for income tax on those dividends on his or her return to the UK.

Individual Shareholders who are not resident in the UK, or become non-resident for tax purposes should consult their own advisers concerning their tax liabilities on dividends received.

(c) Other Shareholders

UK pension funds and charities are exempt from tax on dividends which they receive.

2. CHARGEABLE GAINS

To the extent that Existing Shareholders acquire New Ordinary Shares pursuant to the Firm Placing or Placing, this will not be regarded as a reorganisation of the company's share capital for the purposes of UK taxation of chargeable gains. Accordingly such an acquisition of New Ordinary Shares will instead be treated as a separate acquisition of shares.

For the purpose of UK tax on chargeable gains, the amounts paid by a New Shareholder for Ordinary Shares under the Firm Placing or Placing will generally constitute the base cost of his holdings in those Ordinary Shares. If a Shareholder who is resident in the UK (for UK tax purposes) disposes of all or some of his Ordinary Shares, a liability to tax on chargeable gains may arise. This will depend on the base cost which can be allocated against the proceeds, the Shareholder's circumstances and any reliefs (such as the annual exempt amount for individuals) to which he is entitled. In the case of corporate Shareholders, indexation allowance may apply to any amount paid for the Ordinary Shares.

For an individual Shareholder within the charge to UK capital gains tax, a disposal (or deemed disposal) of Ordinary Shares may give rise to a chargeable gain or an allowable loss for the purposes of capital gains tax. The rate of capital gains tax is 10 per cent. (2017/2018) for individuals who are subject to income tax at the basic rate and 20 per cent. (2017/2018) for individuals who are subject to income tax at the higher or additional rates. An individual Shareholder is entitled to realise an annual exempt amount of gains (currently £11,300) for the year to 5 April 2018 without being liable to tax. The annual exempt amount for trusts is £5,650 for the year to 5 April 2018. The tax rate is 20 per cent. for trusts.

For a corporate Shareholder within the charge to UK corporation tax, a disposal (or deemed disposal) of Ordinary Shares may give rise to a chargeable gain at the rate of corporation tax (currently 19 per cent. from 1 April 2017 and to 17 per cent. from 1 April 2020) or an allowable loss for the purposes of UK corporation tax. Indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax by increasing the chargeable gains tax base cost of an asset in accordance with the rise in the retail prices index but indexation allowance cannot create or increase any allowable loss. There was an announcement in the Autumn Budget 2017 on 22 November 2017 that indexation allowance would be removed from 1 January 2018, resulting in indexation applying from the month of acquisition to December 2017, regardless of the actual date of disposal. This measure has been announced, but legislation has not been enacted to implement the change.

Shareholders (individual or corporate) who are not resident in the UK for tax purposes will not generally be subject to UK taxation on chargeable gains arising from the sale or other disposal of their Ordinary Shares unless such a Shareholder carries on a trade, profession or vocation in the UK through a branch or agency or, in the case of a corporate Shareholder, a permanent establishment to which the Ordinary Shares are attributable. In addition, an individual Shareholder who has previously been resident or ordinarily resident in the United Kingdom may in some cases be subject to United Kingdom tax on capital gains in respect of a disposal of Ordinary Shares in the event that they re-establish residence in the United Kingdom.

3. UK STAMP DUTY AND STAMP DUTY RESERVE TAX ("SDRT")

The statements below apply to any holders of Ordinary Shares irrespective of their residence and are intended as a general guide to the current position where the Ordinary Shares are to be listed on the Main Market of the LSE. They do not apply to certain categories of person such as intermediaries or other persons (such as charities) who are not liable to stamp duty or SDRT, or certain categories of person who may, although not primarily liable for the tax, be required to notify and account for it under the Stamp Duty Reserve Tax Regulations 1986, as amended.

The statements below do not apply to similar duties or taxes which are imposed in or by other jurisdictions.

In relation to UK stamp duty and SDRT.

• (i) The allocation, allotment and issue of the Ordinary Shares will not give rise to a liability to stamp duty or SDRT.
• (ii) Any subsequent transfer on sale of the Ordinary Shares in certificated form will usually be subject to stamp duty on the instrument of transfer at a rate of 0.5 per cent. of the amount or value of the consideration given for the Ordinary Shares (the amount payable being rounded up, if necessary, to the nearest multiple of £5). An exemption from stamp duty is available on an instrument transferring Ordinary Shares where the amount or value of the consideration is £1,000 or less, and it is certificated on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £l,000. Stamp duty is generally paid by the purchaser.
• (iii) A liability to SDRT will also usually arise when an unconditional agreement is entered into to transfer Ordinary Shares for consideration in money or money's worth. SDRT is chargeable at the rate of 0.5 per cent. of the amount or value of such consideration given for the Ordinary Shares. However, any liability to SDRT will be cancelled, and any SDRT accounted for repaid, if, within six years of the date on which the agreement was made or, in the case of a conditional agreement, the date on which the agreement became unconditional, an instrument of transfer is executed pursuant to that agreement and that instrument is duly stamped or is not otherwise chargeable to stamp duty. SDRT is payable by the purchaser.
• (iv) A transfer of Ordinary Shares effected on a paperless basis through CREST (where there is a change in the beneficial ownership of the Ordinary Shares) will generally be subject to SDRT (rather than stamp duty) at the rate of 0.5 per cent. of the value of the consideration given for the Ordinary Shares (the amount payable being rounded up to the nearest penny). CREST will usually collect the SDRT automatically and pay this to HMRC but will pass the cost on to the purchaser of the

Ordinary Shares. Transfers of Ordinary Shares into CREST will not attract stamp duty or SDRT unless they are for consideration in money's worth, in which case a liability to SDRT will arise at the rate of 0.5 per cent. on the value of the consideration given.

Special rules apply where shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes issuing depository receipts within Section 67 or Section 93 of the Finance Act 1986 or a person providing a clearance service within Section 70 or Section 96 of the Finance Act 1986, under which SDRT or stamp duty may be charged at the higher rate of 1.5 per cent of the value of the consideration given or, in some cases, the value of the shares. Following litigation however, HMRC have confirmed that they will no longer seek to apply the 1.5 per cent. SDRT charge on the issue of shares into a clearance service or depository receipt arrangement on the basis that the charge is not compatible with EU law. HMRC's view is that the 1.5 per cent. SDRT or stamp duty charge will, however, continue to apply to transfers of existing shares into a clearance service or depository receipt arrangement unless they are an integral part of an issue of share capital. This view is currently being challenged in further litigation. Any stamp duty or SDRT arising at the 1.5 per cent. rate is strictly accountable for by the operator of the depository receipt scheme or the clearance service provider but, in practice, the cost will be passed on to the purchaser of the shares.

However, where a clearance service has made and maintained an election under Section 97A of the Finance Act 1986, the higher 1.5 per cent. rate of stamp duty and SDRT will not apply. Instead, stamp duty and SDRT and the standard rate of 0.5 per cent. will arise on the transfer of existing shares into and within the elected clearance service.

Inheritance tax

The Ordinary Shares will be UK situs assets for the purposes of UK inheritance tax (IHT). A transfer of ownership by gift or settlement of such assets by, or on the death of the beneficial owner may (subject to certain exemptions or reliefs) give rise to a UK IHT liability. This is the case even if the beneficial holder is neither domiciled in the UK nor deemed to be domiciled in the UK for IHT purposes. Transfer of assets by individuals during life or on death, or by trustees at less than full market value, may be treated as gift and subject to IHT. If the donor reserves or retains some benefit after the transfer, certain anti-avoidance tax legislation could apply.

US Federal Income Taxation

The following is a summary of material US federal income tax consequences of the ownership and disposition of Ordinary Shares by US holders (as defined below). This summary is for general information only and is not tax advice. Each investor should consult its own tax advisor with respect to the tax consequences of the ownership and disposition of Ordinary Shares.

This summary is based on provisions of the US Tax Code, US Treasury regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings, and judicial interpretations thereof, and the Convention Between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and on Capital Gains of 2001, as amended, referred to as the US-UK Treaty, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect.

For purposes of this discussion, the term "US holder" means a beneficial owner of Ordinary Shares that is, for US federal income tax purposes:

• an individual who is a citizen or resident of the US;
• a corporation or other entity taxable as a corporation that is created or organised in the US or under the laws of the United States or any state thereof or the District of Columbia;
• an estate the income of which is subject to US federal income taxation regardless of its source; or
• any trust if (a) a court within the US is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or (b) such trust has a valid election in effect under applicable US Treasury regulations to be treated as a US person.

This summary addresses only the US federal income tax considerations for US holders that acquire and hold the Ordinary Shares as capital assets within the meaning of Section 1221 of the US Tax Code (generally, property held for investment). This discussion does not address all aspects of US federal income taxation that may be relevant to a holder in light of its particular circumstances, or that may apply to holders that are subject to special treatment under the US federal income tax laws (including, for example, banks, financial institutions, underwriters, insurance companies, dealers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting for their securities, persons subject to the alternative minimum tax, persons that have a functional currency other than the US dollar, tax-exempt organisations (including private foundations), mutual funds, subchapter S corporations, partnerships or other pass-through entities for US federal income tax purposes, certain expatriates, corporations that accumulate earnings to avoid US federal income tax, persons who hold Ordinary Shares as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, persons who acquire Ordinary Shares through the exercise of options or other compensation arrangements, persons who own (or are treated as owning) 10 per cent. or more of the outstanding voting stock of the Company or persons who are not US holders). In addition, this discussion does not address US federal taxes other than the income tax (such as estate or gift taxes), state, local, non-US or other laws or matters that may apply to holders of Ordinary Shares.

If an entity is classified as a partnership for US federal income tax purposes holds Ordinary Shares, the US federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Ordinary Shares should consult their tax advisers as to the particular US federal income tax consequences to their partners of holding and disposing of the Ordinary Shares that apply to them.

Consequences Relating to Ownership and Disposition of Ordinary Shares

Passive Foreign Investment Company Rules. A non-US corporation is a passive foreign investment company, referred to as PFIC, if either (1) 75 per cent. or more of its gross income for the taxable year is passive income or (2) the average percentage of assets held by such corporation during the taxable year that produce passive income or that are held for the production of passive income is at least 50 per cent. For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person) and the excess of gains over losses from the sale or exchange of property which gives rise to such passive income. Cash and cash equivalents, even if held as working capital, are considered to be assets that produce passive income. If a non-US corporation directly or indirectly owns at least 25 per cent. (by value) of the stock of another corporation, it will be treated, for purposes of the PFIC tests, as owning its proportionate share of the other corporation's assets and receiving its proportionate share of the other corporation's income.

Based on its current business model, the Company expects that it will be a PFIC for the current taxable year ending 31 December 2018 and may continue to be a PFIC in future taxable years. The Company's actual PFIC status for the current taxable year or any subsequent taxable year, however, will not be determinable until after the end of each such taxable year. Accordingly, there can be no assurance with respect to its status as a PFIC for the current taxable year ending 31 December 2018 or any future taxable year.

Classification of a non-US corporation as a PFIC can have various adverse US tax consequences to US holders, including taxation of gain on a sale or other disposition of the shares of the corporation at ordinary income rates and imposition of an interest charge on gain or on distributions with respect to the shares. Unless a US holder of PFIC shares elects to be taxed annually on a mark-to-market basis or makes a QEF Election with respect to the shares, in each case to the extent available, and certain other requirements are met, gain realised on the sale or other disposition of PFIC shares would generally not be treated as capital gain. For this purpose, a pledge of PFIC Shares to secure a loan may be treated as a disposition of the PFIC Shares in certain circumstances. Upon the sale or other disposition of PFIC shares, the US holder would be treated as if the US holder had realised such gain ratably over the US holder's holding period for the PFIC Shares. The amounts allocated to the taxable year of sale or other disposition and to any year before the non-US corporation became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for such year, together with an interest charge in respect of the tax attributable to each such year. Similar rules apply to the extent any distribution in respect of PFIC shares exceeds 125 per cent. of the average annual distribution on such PFIC shares received by the US holder during the preceding three years or the US holder's holding period, whichever is shorter.

With certain exceptions, a non-US corporation is treated as a PFIC with respect to a US holder if the corporation was a PFIC with respect to the US holder at any time during the US holder's holding period of the non-US corporation's stock. If the Company is a PFIC and later ceases to be a PFIC, a US Holder can avoid continued application of the tax treatment described above by making a deemed sale "purging election" which would cause the US holder to be treated as if it had sold its Ordinary Shares on the last day of the last taxable year in which the Company was a PFIC. Any gain would be recognised and subjected to tax under the rules described above. Loss would not be recognised. The US Holder's basis in its Ordinary Shares would be increased by the amount of gain recognised on the deemed sale.

Dividends paid with respect to shares of a PFIC are not eligible for the special tax rates applicable to qualified dividend income of certain non-corporate holders. Instead, such dividend income is taxable at rates applicable to ordinary income and/or at the highest rate and interest charge as described above. If the Company were to be classified as a PFIC for any taxable year in which a US holder held Ordinary Shares, the PFIC regime described above generally would apply to such US holder whether or not the Company continued to be a PFIC in subsequent taxable years. If the Company is a PFIC, then each US holder generally will be treated as directly holding a proportionate share of the Company's direct and indirect investment in equity interests in subsidiaries and other entities that are PFICs ("Lower-tier PFICs") and will be subject to the PFIC rules just described with respect to certain distributions by a Lower-tier PFIC to, and a disposition of shares of a Lower-tier PFIC by, the Company. US holders should consult their own tax advisors regarding the tax issues raised by Lower-tier PFICs.

If the Company were to be treated as a PFIC, the tax consequences described above could be avoided by a "mark-to-market" election in the case of "marketable stock," assuming the requirements for such an election were satisfied. "Marketable stock" is generally PFIC stock that is regularly traded on one or more qualified exchanges or markets, other than in de minimis quantities, on at least 15 days during each calendar quarter in order to be "marketable stock", as set forth in US Treasury regulations. A US holder making a "mark-to-market" election generally would be (i) required to include as ordinary income the excess of the fair market value of the Ordinary Shares on the last day of the US holder's taxable year over the US holder's adjusted tax basis in such Ordinary Shares and (ii) allowed a deduction in an amount equal to the lesser of (A) the excess, if any, of the US holder's adjusted tax basis in the Ordinary Shares over the fair market value of such Ordinary Shares on the last day of the US holder's taxable year or (B) the excess, if any, of the amount included in income because of the election for prior taxable years over the amount allowed as a deduction because of the election for prior taxable years. In addition, upon a sale or other taxable disposition of the Ordinary Shares, a US holder would recognise ordinary income or loss (which loss could not be in excess of the amount included in income because of the election for prior taxable years over the amount allowed as a deduction because of the election for prior taxable years). A US holder may recognise losses on the disposition of Ordinary Shares in excess of amounts previously included under the "mark-to-market" election for PFIC stock, but such losses would be subject to the rules generally applicable to losses. There can be no assurance that the Ordinary Shares will constitute "marketable stock" in any taxable year. US holders of Ordinary Shares should consult their own advisors with respect to the requirements of a "mark-to-market" election for PFIC stock.

If the Company were to be treated as a PFIC, different rules would apply to a US holder making a QEF Election with respect to the Ordinary Shares. To make a successful QEF Election, a US holder would need an annual QEF information statement which the Company may provide subject to specific request and to certain conditions at the Company's discretion.

A US holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the US holder may be required to file Internal Revenue Service Form 8621 and such other information as may be required by the US Treasury Department.

The rules dealing with PFICs and with the mark-to-market election are complex and are affected by various factors in addition to those described above. Accordingly, US holders of Ordinary Shares should consult their own tax advisors concerning the application of the PFIC rules to the Ordinary Shares under their particular circumstances.

Distributions on Ordinary Shares. Subject to the discussion above under "– Passive Foreign Investment Company Rules," the gross amount of a distribution on Ordinary Shares, if any, made out of the Company's current or accumulated earnings and profits (as determined for US federal income tax purposes) will generally be taxable to a US holder as dividend income on the date such distribution is actually or constructively received. Distributions, if any, in excess of the Company's current and accumulated earnings and profits (as determined for US federal income tax purposes) would generally be treated first as a non-taxable return of capital to the extent of the US holder's adjusted tax basis in the Ordinary Shares, and thereafter as capital gain. However, at this time the Company does not expect to calculate its earnings and profits under US federal income tax principles, and, accordingly, a distribution, if any, on Ordinary Shares is expected to be reported by the Company as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Dividends, if any, paid to corporate US holders generally will not qualify for the dividends received deduction that may otherwise be allowed under the US Tax Code. Dividends received by certain non corporate US holders (including individuals) from a "qualified foreign corporation" may be eligible for reduced rates of taxation, currently at a maximum rate of 20 per cent., provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-US corporation is treated as a qualified foreign corporation if it is eligible for the benefits of a comprehensive income tax treaty with the US which is determined by the US Treasury Department to be satisfactory for purposes of these rules and which includes an exchange of information provision. The US Treasury Department has determined that the US-UK Treaty meets these requirements. However, the Company would not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year, as discussed above under "– Passive Foreign Investment Company Rules." Accordingly, the Company expects that any dividends it distributes with respect to the Ordinary Shares, if any, will not be qualified dividend income and, therefore, will not be eligible for reduced rates of taxation.

Dividends paid in a currency other than the US dollar, if any, will generally be taxable to a US holder as ordinary dividend income in an amount equal to the US dollar value of the currency received on the date such distribution is actually or constructively received. Such US dollar value must be determined using the spot rate of exchange on such date, regardless of whether the non-US currency is actually converted into US dollars on such date. The US holder may realise exchange gain or loss if the currency received is converted into US dollars after the date on which it is actually or constructively received. In general, any such gain or loss will be ordinary and will be treated as from sources within the US for US foreign tax credit purposes.

Dividends, if any, that the Company will pay to a US holder with respect to Ordinary Shares are expected to be treated as foreign source income, which may be relevant in calculating the foreign tax credit limitation of a US holder. For this purpose, dividends, if any, that are distributed by the Company generally should constitute "passive category income" to US holders. The rules governing the US foreign tax credit are complex, and US holders should consult their own tax advisors regarding the availability of the US foreign tax credit under their particular circumstances.

Sale of Ordinary Shares. A US holder will generally recognise gain or loss on any sale, exchange, redemption, or other taxable disposition of Ordinary Shares in an amount equal to the difference between the amount realised on the disposition and such holder's tax basis in the shares. Subject to the discussion above under "Passive Foreign Investment Company Rules," any gain or loss recognised by a US holder on a taxable disposition of Ordinary Shares will generally be capital gain or loss and will be long-term capital gain or loss if the US holder's holding period in such Ordinary Shares exceeds one year at the time of the disposition. The deductibility of capital losses is subject to limitations.

For a cash basis taxpayer, units of foreign currency received will generally be translated into US dollars at the spot rate on the settlement date of the sale if the Ordinary Shares are treated as traded on an "established securities market". In such case, no foreign currency exchange gain or loss would result from currency fluctuations between the trade date and the settlement date of such sale. If this is not the case, a cash basis taxpayer should translate the foreign currency received at the spot rate of the date of receipt of payment. For an accrual method taxpayer, units of foreign currency received will generally be translated into US dollars at the spot rate on the trade date of the sale. An accrual basis taxpayer may recognise foreign currency exchange gain or loss based on currency fluctuations between the trade date and the settlement date of such sale. If the Ordinary Shares are treated as traded on an "established securities market", an accrual basis taxpayer may elect to have the same treatment as a cash basis tax payer and the foreign currency received will be translated at the spot rate of the settlement date of the sale. In general, any such gain or loss will be ordinary and will be treated as from sources within the US for US foreign tax credit purposes.

3.8 per cent. Medicare Tax on "Net Investment Income"

A 3.8 per cent. tax, or "Medicare Tax," is imposed on all or a portion of "net investment income," which may include any gain realized or amounts received with respect to Ordinary Shares, received by (i) US holders that are individuals with modified adjusted gross income in excess of \$200,000 for an unmarried individual, \$250,000 for a married taxpayer filing a joint return (or a surviving spouse), or \$125,000 for a married individual filing a separate return, and (ii) certain estates and trusts. US holders should consult their own tax advisors with respect to the applicability of the Medicare Tax. For this purpose certain amounts included in a US holder's income under the rules discussed above under "– Passive Foreign Investment Company Rules", including amounts included in the income of, or allowed as a deduction to, a US holder making a "mark-to-market" election for PFIC stock, may affect the calculation of a US holder's "net investment income". US holders should consult their own tax advisers with respect to the applicability of the Medicare Tax.

Information Reporting and Backup Withholding

US holders may be subject to information reporting requirements and may be subject to backup withholding with respect to dividends on Ordinary Shares and on the proceeds from the sale, exchange, or disposition of Ordinary Shares unless the US holder provides an accurate taxpayer identification number and complies with certain certification procedures or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and amounts withheld may be allowed as a credit against the US holder's US federal income tax liability and may entitle the US holder to a refund, provided that certain required information is timely furnished to the Internal Revenue Service.

Foreign Asset Reporting

US holders who are individuals and who own "specified foreign financial assets" with an aggregate value in excess of certain thresholds are generally required to file an information statement along with their tax returns, currently on Internal Revenue Service Form 8938, with respect to such assets. Form 8938 reporting regarding specified foreign financial assets may also apply to "specified domestic entities". "Specified foreign financial assets" may include financial accounts maintained by foreign financial institutions, as well as the following assets, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-US persons, (ii) financial instruments and contracts held for investment that have non-US issuers or counterparties, and (iii) interests in foreign entities. Individuals who fail to report the required information could be subject to substantial penalties, and US holders should consult their own tax advisors concerning the application of these rules to their investment in the Ordinary Shares.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IN THE ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF ACQUIRING, HOLDING AND DISPOSING OF THE ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR'S OWN CIRCUMSTANCES.

PART XIV

ADDITIONAL INFORMATION

1. RESPONSIBILITY

The Directors, whose names appear on page 45 and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company (who have each taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import.

2. THE COMPANY

• 2.1 The Company was incorporated as a private company limited by shares under the laws of England and Wales under the Companies Act 2006, on 15 September 2015, with number 09777975, under the name Perceptive Bioscience Investments Limited.
• 2.2 On 15 April 2016, the Company changed its name to Arix Bioscience Limited. The Company has no other business or commercial name. On 19 September 2016, the Company was re-registered as a public company limited by shares pursuant to the resolutions set out in paragraph 2.8 of this "Part XIV – Additional Information".
• 2.3 The Company is not regulated by the FCA or any financial services or other regulator. The Company is subject to the Listing Rules and the Disclosure and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority) to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules.
• 2.4 The principal legislation under which the Company operates, and pursuant to which the New Ordinary Shares pursuant to the Capital Raising will be created, is the Companies Act 2006.
• 2.5 The Company is domiciled in England and Wales, its registered office is at 20 Berkeley Square, London W1J 6EQ, United Kingdom and its telephone number is +44 (0) 20 7290 1050.
• 2.6 On 8 February 2016, pursuant to a shareholders' written resolution, the Company adopted new articles of association, created a new class of Series B Shares of £0.00001 each ("Series B Shares") and deferred shares of £0.00001 each. Some of the provisions relating to the rights attaching to the Series B Shares in the articles of association adopted on 8 February 2016 were further amended on 14 April 2016.
• 2.7 On 14 September 2016 the following resolutions were passed as ordinary and special written resolutions of the Company:
• 2.7.1 the Company amended the Articles to include the rights attaching to, a new class of C Shares;
• 2.7.2 all Directors were re-elected as directors of the Company;
• 2.7.3 PricewaterhouseCoopers LLP was appointed as the statutory auditors of the Company and the Directors were authorised to fix the auditors' remuneration;
• 2.7.4 constitute a new class of C Shares of £1.00 each having the rights and being subject to the restrictions of the Articles;
• 2.7.5 the Directors were authorised to exercise all powers of the Company to allot new C Shares up to an aggregate amount of £49,671;
• 2.7.6 the sum of £49,670 being part of the amount standing as profit to the credit of the Company's share premium reserve was capitalised and appropriated as capital to the holders of C Shares of £1.00 each in the capital of the Company as appearing in the register of members and the directors were authorised to apply such sum in paying up in full 49,670 C Shares of £1.00 each in the capital of the Company and to allot and issue such shares,

credited as fully paid up, to the holders of C Shares of £1.00 each held by them (or as near as may be and any fractions of shares were disregarded in accordance with the Articles);

• 2.7.7 the balance of the share premium account of the Company was cancelled and the amount by which the share premium account was so cancelled was credited to a special distributable reserve account of the Company; and
• 2.7.8 the Directors were empowered to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash as if Section 561(1) of the 2006 Act did not apply to any such allotment, provided that such power expire on 31 December 2016.
• 2.8 On 19 September 2016 the following resolutions were passed as ordinary and special written resolutions of the Company:
• 2.8.1 the Arix Bioscience plc Annual and Deferred Bonus Plan and the Arix Bioscience plc Executive Incentive Plan (the "EIP") (together the "Share Plans" for the purposes of this resolution) and the proposal for the one-off grant of awards relating to the IPO to J Peacock, J Anderson, J Rawlingson, C Evans and certain employees of the Company (the "IPO Awards") to be made under the EIP, were adopted. The Directors were authorised to do all acts and things which they considered necessary or desirable to bring the Share Plans into effect and operation and to adopt the Share Plans with such modifications as they may consider necessary or desirable to bring the same into effect, to obtain beneficial tax treatment or awards made under each of the Share Plans and/or to take account of the requirements of the FCA, best practice or otherwise;
• 2.8.2 28,916,666 B Shares of the Company were re-designated as ordinary shares of 0.001 pence each in the Company immediately prior to IPO;
• 2.8.3 up to 98,443,547 Ordinary Shares of 0.001 pence each in the Company were re-designated as deferred shares of 0.001 pence each immediately prior to the IPO;
• 2.8.4 the directors of the Company were generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 ("Act") to exercise all the powers of the Company to allot ordinary shares of 0.001 pence each in the capital of the Company ("Ordinary Shares") and to grant rights to subscribe for, or to convert any security into, Ordinary Shares in the Company:
  • 2.8.4.1 up to an aggregate nominal amount of £1,390.00 to be issued in connection with the offer of new Ordinary Shares by the Company on IPO (the "IPO Offer") and the option granted by the Company to the Stabilising Manager to subscribe for or procure subscribers for, up to 15 per cent. of the total number of new Ordinary Shares in the capital of the Company to be allotted and issued under the IPO Offer (the "Over-Allotment Option"); and
  • 2.8.4.2 following, and conditional upon IPO:
  • 2.8.4.2.1 up to an aggregate nominal amount of £82.00 pursuant to the Share Plans (but excluding any Ordinary Shares issuable pursuant to awards granted before Admission) including;
    • 2.8.4.2.1.1 J Peacock, J Anderson, J Rawlingson and C Evans in recognition of their contribution to the IPO in an amount equal in value (at the IPO Price per Ordinary Share) to 125 per cent., 150 per cent., 125 per cent., and 125 per cent. of their annual remuneration respectively (the "IPO Award"), such IPO Award to be in the form of nil cost options or conditional awards granted under the EIP (as applicable under the EIP), the exercise or vesting of which would be satisfied directly or indirectly through the issue and allotment of Ordinary Shares at nominal value;
    • 2.8.4.2.1.2 certain employees of the Company in recognition of their contribution to the IPO (the "Additional IPO Award"), such Additional IPO Award to be in the form of nil cost options or conditional awards granted under the EIP (as applicable under the EIP), the exercise or vesting of which would be

satisfied directly or indirectly through the issue and allotment of Ordinary Shares at nominal value;

• 2.8.4.2.2 up to an aggregate nominal amount of £2.00 pursuant to the terms of the non-executive director appointment letters of each of Franz Bernhard Humer, John Michael Middlecott Banham, David Charles U'Prichard, Trevor Mervyn Jones and John Matthew Patrick Hutton of Furness;
• 2.8.4.2.3 up to an aggregate nominal amount of £80.00 pursuant to the grant of additional options under the existing Executive Share Option Plan (adopted on 8 February 2016) to J Peacock and J Anderson; and
• 2.8.4.2.4 up to an aggregate nominal value of £1,094 being approximately two-thirds of the aggregate nominal value of the issued ordinary share capital of the Company immediately following Admission (such amount to be reduced by allotments made under the previous resolutions) in connection with a rights issue in favour of the holder of Ordinary Shares in the Company in proportion (as nearly as may be practicable) to the respective number of Ordinary Shares in the Company held by them on the record date for such allotment;

provided that (unless previously revoked, varied or renewed) this authority shall expire on the date falling 15 months after the date of the passing of this resolution or, if earlier, on the conclusion of the next annual general meeting of the Company, save that the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or rights to subscribe for or to concert any security into shares to be granted after this authority expires and the directors may allot shares or grant such rights pursuant to any such offer or agreement as if this authority had not expired.

• 2.8.5 the share capital of the Company was immediately reorganised such that all of the issued deferred shares of 0.001 pence each were consolidated on a 1,000,000:1 basis;
• 2.8.6 the directors of the Company were generally and unconditionally authorised to exercise all powers of the Company to:
• 2.8.6.1 allot the Ordinary Shares under the IPO Offer and the Over Allotment Option as if section 561 of the Act did not apply to any such allotments,
• 2.8.6.2 allot equity securities (within the meaning of section 560 of the Act) for cash as if sections 561 of the Act did not apply to any such allotments, provided that this power shall be limited to:
  • 2.8.6.2.1 the allotment of equity securities in connection with an offer of equity securities (whether by way of rights issue, open offer or otherwise);
  • 2.8.6.2.2 holders of Ordinary Shares in proportion (as nearly as practicable) to the respective numbers of Ordinary Shares held by them; and
  • 2.8.6.2.3 to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,
• 2.8.6.3 allot equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £82.00, being approximately five per cent. of the issued ordinary share capital for the Company immediately following the IPO;
• 2.8.7 the new Articles were approved to be adopted by the Company as its articles of association to the exclusion of, and in substitution for, the existing articles of association of the Company;
• 2.8.8 the Company was re-registered as a public company under the Companies Act 2006 by the name of Arix Bioscience plc;

• 2.8.9 a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

• 2.8.10 the Company was generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the directors of the Company may from time to time determine, provided that:

• 2.8.10.1 the maximum aggregate number of Ordinary Shares that may be purchased pursuant to this authority is 23,214,332;
• 2.8.10.2 the minimum price which may be paid for each Ordinary Share purchased pursuant to this authority is 0.001 pence (exclusive of all expenses);
• 2.8.10.3 the maximum price which may be paid for each Ordinary Share purchased pursuant to this authority was an amount (exclusive of all expenses) equal to the higher of:
  • 2.8.10.3.1 105 per cent. of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased; and
  • 2.8.10.3.2 the price stipulated by the Commission Delegated Regulation (EU) No. 2016/1052 supplementing Regulation (EU) no 596/2014 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and the stabilisation measures;
• 2.8.10.4 this authority would expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, or if earlier, the close of business on the date falling 15 months after the date on which the resolution was passed; and
• 2.8.10.5 the Company may, before this authority expires, make a contract to purchase its Ordinary Shares which would or might be executed wholly or partly after its expiry and may make a purchase of shares in pursuance of any such contract as if this authority had not expired.
• 2.9 On 5 June 2017, at the annual general meeting of the Company, the following resolutions were passed as ordinary and special written resolutions of the Company:

Ordinary Resolutions

• 2.9.1 to generally and unconditionally authorise the Directors to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:
• (1) up to an aggregate nominal amount of £320.30; and
• (2) comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £320.30 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities and to expire at the end of the next annual general meeting or on 30 June 2018, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends;

2.9.2 that the terms of the contract entered into on 26 April 2017 conditional upon the passing of this resolution pursuant to which the Company shall purchase from Christopher Evans 10, Ectoplasm Limited 42, Christopher Chipperton 34, Martin Walton 1, Shafia Zahoor 1 and Beverley Borthwick 1 of its own deferred shares and Christopher Evans 16,152, Ectoplasm Limited 80,760, Christopher Chipperton 64,608, Martin Walton 2,557, Shafia Zahoor 996 and Beverley Borthwick 1,238 of its own deferred shares for an aggregate price of £90.67 was approved;

Special Resolutions

2.9.3 that conditional on the resolution authorising the Directors to allot being passed, the Board be authorised to allot equity securities for cash and/or to sell ordinary shares held by the Company as treasury shares for cash without regard to the statutory pre-emption rights, such authority to be limited:

• (1) to allotments for rights issues and other pre-emptive issues; and
• (2) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (1) above) up to a nominal amount of £48.05,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2018 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 2.9.4 that conditional on the resolution authorising the Directors to allot being passed, the Board be authorised in addition to any authority granted to allot equity securities for cash and/or to sell ordinary shares held by the Company as treasury shares for cash without regard to the statutory pre-emption rights, such authority to be:
• (1) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £48.05; and
• (2) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this resolution,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2018 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 2.9.5 to unconditionally and generally authorise the Company to make market purchases of ordinary shares of £0.00001 each in the capital of the Company provided that:
• (1) the maximum number of ordinary shares which may be purchased is 9,609,108;
• (2) the minimum price which may be paid for each share is £0.00001;
• (3) the maximum price which may be paid for an ordinary share is an amount equal to the higher of (i) 105 per cent. of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System;
• (4) this authority shall expire at the conclusion of the Company's next annual general meeting or, if earlier, 30 June 2018 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

2.10 As at the Latest Practicable Date prior to publication of this Prospectus, the Company had the following wholly-owned subsidiaries:

Country of incorporation	Interests/voting control held
England and Wales	100%
England and Wales	100%
Delaware, United States	100%
England and Wales	100%
England and Wales	100%
Australia	100%
England and Wales	100%

* Arthurian Life Sciences GP Limited is the general partner in the Arthurian Life Sciences Carried Interest Partner L.P.

** Arthurian Life Sciences SPV GP is the general partner in Wales Life Sciences Investment Fund L.P.

*** Arthurian Life Sciences is the limited partner of Arthurian Life Sciences Carried Interest Partner L.P., incorporated in England and Wales.

**** Arix Bioscience Pty Ltd. (the "Australian NewCo") was incorporated on 16 September 2016 as a wholly-owned subsidiary of ALS with a share capital of AUS\$1.00. The Australian NewCo has not traded at any time since its incorporation.

***** ALS SPV Limited is a wholly-owned subsidiary of ALS and a limited partner in WLSIF.

2.11 The liability of the members of the Company is limited.

3. SHARE CAPITAL

• 3.1 On incorporation, the Company issued one ordinary share of £1.00 to C Evans. On 29 September 2015, the Company issued an additional 599 ordinary shares of £1.00 each to C Evans and 400 ordinary shares of £1.00 each to C Chipperton in each case at par. On 12 October 2015, C Evans transferred 500 ordinary shares of £1.00 each to Abacus Trust Company Limited in its capacity as trustee for the Ectoplasm Settlement.
• 3.2 On 10 November 2015 pursuant to the written resolutions of the members each ordinary share of £1.00 each was subdivided into 10,000 Ordinary Shares of £0.00001 following which the Company's issued share capital was 100,000,000 Ordinary Shares of £0.00001 each.
• 3.3 On 30 November 2015, the Company issued and allotted in aggregate 966,920 Ordinary Shares (the "ESS Shares") at par pursuant to employee share schemes agreements to three employees of Arix Holdings (the "ESS Shareholders"). The aggregate subscription price of £9.09 for such Ordinary Shares was satisfied by the capitalisation of part of the capital contribution in the amount of £20.00 made by C Evans to the Company pursuant to written resolutions of members dated 13 January 2016.
• 3.4 On 1 February 2016 Abacus Trust Company Limited transferred 50,000,000 Ordinary Shares to Ectoplasm Limited for nil consideration. Ectoplasm Limited is wholly-owned by Abacus Trust Company Limited and is the trustee of the Ectoplasm Settlement of which the discretionary beneficiaries include C Evans and members of his close family.

3.5 On 8 February 2016, the Company issued the following Series B Shares at an issue price of £1.80 each:

Holders of Series B Shares	Series B Shares
Jonathan Peacock	555,556
Joseph Anderson*	277,778
CF Woodford Equity Income Fund**	13,333,333
Woodford Patient Capital Trust PLC***	3,333,333
Arig Risk Management JLT	5,555,556
Richard Caring	2,777,778
The Elcot Fund Limited	1,388,889
Rathbone Nominees Limited	583,333

* Joseph Anderson held 138,889 Series B Shares representing 50 per cent. of his shares through PAL Trustees Limited, the trustee of his SIPP.

** CF Woodford Equity Income Fund holds its interest through NorTrust Nominees Limited.

*** Woodford Patent Capital Trust PLC holds its interest through NorTrust Nominees Limited.

3.6 On 8 February 2016, such numbers of the Founders' Shares and ESS Shares as are shown in the table below, being the Restricted Shares, were disenfranchised pursuant to the Restrictive Share Agreement (further details of which are set out in paragraph 17.2 of this "Part XIV – Additional Information"):

	Number of	Number of
	Ordinary	Restricted
Holders of the Restricted Shares	Shares	Shares
C Evans	10,000,000	9,619,293
C Chipperton	40,000,000	38,477,173
Ectoplasm Limited	50,000,000	48,096,466
ESS Shareholders	966,920	853,876

3.7 On 15 April 2016, the Company issued a further 777,777 Series B Shares to Daniel V. Tierney 2011 Trust and 333,333 Series B Shares to Serenity Investments LLC at an issue price of £1.80 each for a total amount of £1,999,998 million pursuant to two subscription letters and deeds of adherence (further details of which are set out in paragraph 17.1 of this "Part XIV –Additional Information".) Pursuant to this issue of shares, a number of the Founders' and ESS' Restricted Shares were released:

Number of Revised
Ordinary Revised number of
Shares number of Unrestricted
released from Restricted Ordinary
restriction Shares Shares	Holders of the Restricted Shares
15,213 9,604,080 395,920	C Evans
1,583,679
1,979,599
4,512 849,464 117,456	ESS Shareholders (in total)
60,852 38,416,321 76,065 48,020,401	C Chipperton Ectoplasm Limited

3.8 Immediately prior to the IPO, the 28,916,666 Series B Shares converted into Ordinary Shares and the Company issued 48,309,179 Ordinary Shares at the IPO Price and 754,527 deferred shares of £0.00001 each. The total number of 89,000,000 deferred shares of £0.00001 each were consolidated into 89 Deferred Shares. The Company's issued and fully paid share capital as at the end of the Stabilisation Period was as follows:

		Issued and
	Credited as Fully Paid
		Amount
Class of share	Number	Paid up
Ordinary	96,091,083	£960.92
Deferred	89	£89
C Shares	49,671	£49,671.00

Pursuant to the Restrictive Share Agreement, the number of Restricted Shares which were re-designated as Deferred Shares on IPO is shown in the table below:

	Number of Restricted
	Shares re-designated as
Holders of the Restricted Shares	Deferred Shares
C Evans	8,764,508
C Chipperton	35,058,034
Ectoplasm Limited	43,822,541
ESS Shareholders	600,390

Following the end of the Stabilisation Period pursuant to the Restricting Share Agreement, 166,311 Ordinary Shares held by the Founders and the ESS Shareholders were delisted and re-designated as Deferred Shares.

• 3.9 Pursuant to a shareholders' resolution passed on 5 June 2017, 89 Deferred Shares and 166,311 deferred shares of £0.00001 each were purchased by the Company for an aggregate £90.67 and cancelled.
• 3.10 Pursuant to the Restrictive Share Agreement the following Ordinary Shares are Restricted Shares as at the Latest Practicable Date:

	Number of
Holders of the Restricted Shares	Restricted Shares
C Evans	745,152
Ectoplasm Limited	3,725,761
C Chipperton	2,980,608

Assuming that the Capital Raising is fully subscribed, the issued and fully paid share capital of the Company immediately following Admission is expected to be as shown in the following table:

	Issued and Credited as Fully Paid
Class of share	Number	Amount Paid up
Ordinary* C Shares	140,597,534 49,671	£1,405.98 £49,671.00

* This figure includes all Ordinary Shares held by the Founders (both Restricted Shares and unrestricted Ordinary Shares).

3.11 On the Latest Practicable Date, the nominal value of the issued share capital of the Company was £960.10 comprising of 96,091,083 Ordinary Shares and 49,671 C Shares, all of which were fully paid or credited as fully paid. Immediately following completion of the Capital Raising, the nominal value of the issued share capital of the Company is expected to be £1,405.98 comprising of 140,597,534 Ordinary Shares (assuming full take-up of the Capital Raising) on Admission.

• 3.12 The Ordinary Shares are freely transferable and will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all other Ordinary Shares in issue on Admission. The Restricted Shares are disenfranchised pursuant to the Restrictive Share Agreement and accordingly, holders of such Restricted Shares are not entitled to vote, attend the meetings of the Company or receive dividends or other distributions made or paid on the Ordinary Share capital of the Company. No voting rights attach to the Deferred Shares (if any in issue) and the C Shares and holders of the Deferred Shares (if any in issue) and C Shares are not entitled to receive any dividend or distributions made or paid on the ordinary share capital of the Company other than on the winding up of the Company provided that the return on all Deferred Shares (if any in issue) and all C Shares shall be £1.00 in aggregate respectively.
• 3.13 Application has been made for the New Ordinary Shares to be admitted to the standard listing segment of the Official List. A Standard Listing affords Investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Premium Listings on the Official List, which are subject to additional obligations under the Listing Rules.

It should be noted that the UK Listing Authority will not have authority to (and will not) monitor the Company's compliance with any of the Listing Rules which the Company has indicated in "Part VII – Directors and Corporate Governance" of this Prospectus that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply.

• 3.14 The provisions of section 561(1) of the Companies Act (which confer on shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash other than by way of allotment to employees under an employees' share scheme as defined under section 1166 of the Companies Act) apply to the issue of shares in the capital of the Company except to the extent that such provisions have been dis-applied by a special members' resolution as referred to in paragraph 2.8 of this "Part XIV – Additional Information".
• 3.15 As at Latest Practicable Date, the interests in the share capital of the Company of the Directors (all which are beneficial) including C Evans' Restricted Shares but excluding options details of which are set out in paragraph 3.16 of this "Part XIV – Additional Information":

			Percentage of
		Issued	issued
		(Fully paid)	Ordinary
Director	Class of share	number	Share capital
C Evans*	Ordinary	7,316,039	7.61%
Joseph Anderson**	Ordinary	354,310	0.37%
Jonathan Peacock	Ordinary	595,056	0.62%
James Rawlingson	Ordinary	37,484	0.04%
Franz Humer	Ordinary	56,763	0.06%
David U'Prichard	Ordinary	28,985	0.03%
Lord John Hutton of Furness	Ordinary	27,777	0.03%
Trevor Jones	Ordinary	27,777	0.03%
Meghan FitzGerald	Ordinary	30,344	0.03%
Giles Kerr	Ordinary	31,663	0.03%

* 6,096,699 of these Ordinary Shares are held through Ectoplasm Limited which is wholly-owned by Abacus Trust Company Limited as Trustee of the Ectoplasm Settlement the discretionary beneficiaries of which include C Evans and members of his close family.

** Joseph Anderson holds 138,889 Ordinary Shares through PAL Trustees Limited, the trustee of his SIPP.

*** In addition to his Ordinary Shares, Jonathan Peacock also holds 49,671 C Shares which are non-voting shares with no economic rights.

4,470,913 Ordinary Shares in which C Evans (together with Ectoplasm Limited, a connected person) is interested are Restricted Shares subject to the terms of the Restricted Share Agreement, further details of which are set out in paragraph 17.2 of this "Part XIV – Additional Information". Certain of these Restricted Shares will be released from such restriction on 22 February 2019, resulting in C Evans (together with Ectoplasm Limited, a connected person), holding 2,845,126 Ordinary Shares which are not Restricted Shares.

3.16 As at the Latest Practicable Date, the following options over Ordinary Shares have been granted:

(a) to Directors pursuant to the Executive Share Option Plan, which are exercisable in four equal tranches on 8 February each year beginning on 8 February 2017:

		Number of	Exercise
		Ordinary Shares	price per	Last
Director	Date of grant	under option	Ordinary Share	exercise date
Joseph Anderson	8 February 2016	3,036,309*	£1.80	8 February 2026
Jonathan Peacock	7 June 2016 8 February 2016 and 7 June 2016	2,484,250**	£1.80	8 February 2026

* Such number of shares as represents 2.99 per cent. of the fully diluted ordinary share capital as at the IPO.

**Such number of shares as represents 2.44 per cent. of the fully diluted ordinary share capital issued as at the IPO .

(b) to employees (including Directors) pursuant to the EIP which, in the case of options will become exercisable, and in the case of the conditional share awards will vest, on 22 February 2019, being the second anniversary of the IPO:

Grantees	Date of grant	Number of Ordinary Shares under option	Exercise Price per Ordinary Share*	Last exercise date**
Joseph Anderson	date of Admission	362,318	nil	a day prior to 22 February 2026
Jonathan Peacock	date of Admission	241,545	nil	a day prior to 22 February 2026
C Evans	date of Admission	295,893	nil	not applicable
James Rawlingson	date of Admission	163,043	nil	a day prior to 22 February 2026
7 employees of the Group in total	date of Admission	169,417	nil	a day prior to 22 February 2026
3 employees of the Group in total***	date of Admission	190,283	nil	a day prior to 22 February 2026

* In case of the conditional share awards, the grantees of such awards will receive the Ordinary Shares at vesting at no cost. ** In case of the conditional share awards, the Ordinary Shares are delivered following vesting.

*** In the case of these 2 employees, their conditional share awards will vest on the second anniversary of the date of their respective date of employment with Arix Bioscience, Inc.

(c) to the following Directors and employees pursuant to long-term incentive plan of the Employee Share Plans, which in case of options will become exercisable, and in the case of the conditional share awards will vest, in each case subject to performance criteria, on 26 May 2020 (being the third anniversary of their date of grant):

Grantees	Date of grant	Number of Ordinary Shares under option	Exercise Price per Ordinary Share*	Last exercise date**
Joseph Anderson	26 May 2017	569,619	nil	25 May 2027
Jonathan Peacock	26 May 2017	379,746	nil	25 May 2027
James Rawlingson	26 May 2017	205,062	nil	25 May 2027
7 UK employees of the	26 May 2017	173,993	nil	25 May 2027
Group in total
3 US employees of the Group in total ***	26 May 2017	184,300	nil	25 May 2027

* In case of the conditional share awards, the grantees of such awards will receive the Ordinary Shares at vesting at no cost. ** In the case of the conditional share awards, the Ordinary Shares are delivered following vesting.

*** In the case of the two of these three employees, their conditional share awards will vest on the second anniversary of the date of their respective date of employment with Arix Bioscience, Inc.

C Evans (together with Ectoplasm Limited, his connected person) has the right to such number of Incentive Shares in accordance with the terms of the Founders Incentive Arrangement (details of which are set out in paragraph 18 of "Part XIV – Additional Information" of this Prospectus) as represent in total up to 3 per cent. of the issued Ordinary Share capital of the Company as at IPO. The award of his Incentive Shares will be satisfied by releasing the appropriate number of Restricted Shares from the restrictions under the Restricted Share Agreement (details of which are set out in paragraph 18 of "Part XIV – Additional Information" of this Prospectus). Accordingly, if C Evans elects to exercise his right to the Incentive Shares, he shall pay £1.80 for the release from his undertaking under the Restrictive Share Agreement per Restrictive Share.

A put and call option agreement was entered into on 7 July 2016 between Arig Risk Management JLT ("Arig") and C Evans (the "Option Agreement"). Arig is a company wholly-owned and controlled by C Chipperton. Pursuant to the Option Agreement, Arig has the right to put 30 per cent. of the Ordinary Shares it holds in the Company upon C Evans and C Evans has the right to call for the purchase of 70 per cent. of the Ordinary Shares that Arig holds in the Company, in each case such Ordinary Shares to be transferred for a cash consideration per Ordinary Share equal to the higher of (a) the price per Ordinary Share at which the Ordinary Shares were issued pursuant to the offer; and (b) the mean average of the market price on the last Business Day of the calendar month prior to the month in which the option was exercised. The respective options are exercisable for a period of ten years from 22 February 2017. On 22 February 2027 the put option will lapse and, in the event (and to the extent) that the call option has not been exercised until then, the call option will deemed to be exercised on that date.

On 18 January 2018, Arig transferred its rights and obligations under the Option Agreement to C Chipperton pursuant to a deed of novation.

Half of the annual fee of each of Franz Humer, Giles Kerr, Trevor Jones, David U'Prichard, Lord John Hutton of Furness and Meghan FitzGerald as independent non-executive directors is agreed to be satisfied by the issue and allotment of Ordinary Shares (please see further details in paragraph 7.3 of this Part XIV).

• 3.17 Except as stated in this Prospectus:
• (a) the Company does not have in issue any securities not representing share capital;
• (b) no Ordinary Shares have been issued otherwise than as fully paid, or credited as fully paid;
• (c) no share or loan capital of the Company has since its incorporation been issued or agreed to be issued, or is now proposed to be issued (other than pursuant to the Capital Raising) fully or partly paid, either for cash or for a consideration other than cash, to any person;
• (d) there are no outstanding convertible securities issued by the Company;
• (e) no person has any preferential subscription rights for any share capital of the Company;
• (f) save as disclosed in paragraph 18 in this "Part XIV Additional Information" in relation to the Incentive Shares and the options under the Executive Share Option Plans, or Employee Share Plans no share or loan capital of the Company is currently under option or agreed conditionally or unconditionally to be put under option; and
• (g) no commissions, discounts, brokerages or other special terms have been granted by the Company since its incorporation in connection with the issue or sale of any share or loan capital of the Company.

4. ARTICLES OF ASSOCIATION

A summary of the provisions of the Articles are set out below. Copies of the Articles are available for inspection at the address specified in paragraph 27 of this "Part XIV – Additional Information".

(i) Unrestricted objects

The objects of the Company are unrestricted.

(ii) Limited liability

The liability of the Company's members is limited to any unpaid amount on the shares in the Company held by them.

(iii) Change of name

The Articles allow the Company to change its name by resolution of the Directors. This is in addition to the Company's statutory ability to change its name by special resolution under the Companies Act 2006.

(iv) Share rights

Ordinary Shares

Subject to applicable statutes (in this section "legislation") and existing Shareholders' rights, the Company may issue shares with any rights or restrictions attached to them. These rights or restrictions can either be decided by an ordinary resolution passed by the Shareholders or, if no such resolution has been passed, be decided by the Directors. These rights and restrictions will apply as if they were set out in the Articles. Redeemable shares may be issued, subject to existing Shareholders' rights. The Directors can decide on the terms and conditions and the manner of redemption of any redeemable share. These terms and conditions will apply as if they were set out in the Articles. Subject to the legislation and existing Shareholders' rights, the Directors can decide how to deal with any shares in the Company.

Deferred Shares and C Shares

Subject to the Act, any Deferred Shares and/or C Shares may be redeemed by the Company at any time at its option for one penny for all Deferred Shares and one penny for all C Shares registered in the name of any holder(s) without obtaining the sanction of the holder(s).

The allotment or issue of Deferred Shares or C Shares or the conversion or re-designation of shares into Deferred Shares or C Shares are deemed to confer irrevocable authority on the Company at any time after their allotment, issue, conversion or re-designation, without obtaining the sanction of such holder(s) to (i) appoint any person to execute any transfer (or agreement to transfer) such Deferred Shares or C Shares; (ii) give, on behalf of such holder, consent to the cancellation of the Deferred Shares; and/or (iii) purchase the Deferred Shares or C Shares.

Notwithstanding the terms of this paragraph 4 to "Part XIV – Additional Information", the Deferred Shares and the C Shares have no rights to receive dividends or to participate in the profits of the Company. The holders of the Deferred Shares and the C Shares are not entitled to receive notice of or vote at any meeting of the Company. On the winding up of the Company the holders of the Deferred Shares will be entitled to receive £1 in aggregate and the holders of the C Shares will be entitled to receive £1 in aggregate.

The prior consent of the Directors is required for the transfer of Deferred Shares.

(v) Voting rights

Shareholders will be entitled to vote at a general meeting or class meeting whether on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is demanded by either the chairman of the meeting, at least five members present having the right to vote on the resolution, members present representing not less than ten (10) per cent. to the total voting rights of all members having the right to vote or a member present holding shares conferring a right to vote on the resolution on which an aggregate sum has been paid up equal to not less than ten (10) per cent. of the total sum paid up on all the shares conferring that right, as provided in the legislation. The Companies Act 2006 provides that:

(A) on a show of hands every member present in person has one vote and every proxy present who has been duly appointed by one or more members will have one vote, except that a proxy has one vote for and one vote against if the proxy has been duly appointed by more than one member and the proxy has been instructed by one or more members to vote for and by one or more other members to vote against. For this purpose the Articles provide that, where a proxy is given discretion as to how to vote on a show of hands, this will be treated as an instruction by the relevant Shareholder to vote in the way that the proxy decides to exercise that discretion; and

(B) on a poll every member has one vote per share held by him and be may vote in person or by one or more proxies. Where he appoints more than one proxy, the proxies appointed by him taken together shall not have more extensive voting rights than he could exercise in person.

This is subject to any rights or restrictions which are given to any shares or on which shares are held.

In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the holders stand in the register of members in respect of the joint holding

(vi) Restrictions

No Shareholder is entitled to vote shares at any general meeting or class meeting if he has not paid all amounts relating to those shares which are due at the time of the meeting or if he has failed to provide the Company with information concerning interests in those shares required to be provided under legislation.

(vii) Dividends and other distributions

The Shareholders may by ordinary resolution from time to time declare dividends not exceeding the amount recommended by the Directors. Subject to the legislation, the Directors may pay interim dividends, and also any fixed rate dividend, whenever the financial position of the Company, in the opinion of the Directors, justifies any such payments. If the Directors act in good faith, they are not liable for any loss that Shareholders may suffer because a lawful dividend has been paid on other shares that rank equally with or behind their shares.

The Directors may withhold all or any part of any dividend or other money payable in respect of the Company's shares from a person with a 0.25 per cent. or greater holding of the existing shares of a class (calculated excluding any shares held as treasury shares) if such a person has failed to provide the Company with information concerning interests in those shares required to be provided under the legislation.

Unless the rights attached to any shares or the terms of any shares say otherwise, all dividends will be declared and paid according to the amounts paid up on the share in respect of which the dividend is paid, but excluding any amount paid up on a share in advance of calls. Dividends may be declared or paid in any currency decided by the Board.

Any dividend unclaimed after a period of 12 years from the date when it was declared or became due for payment will be forfeited and go back to the Company unless the Directors decide otherwise.

The Company may stop sending dividend payments through the post or cease using any other method of payment (including payment through CREST) if (i) for two consecutive dividends the payments sent through the post have been returned undelivered or remain uncashed during the period for which they are valid or the payments by any other method have failed, or (ii) for any one dividend, the payment sent through the post has been returned undelivered or remains uncashed during the period for which it is valid or the payment by any other method has failed and reasonable enquiries have failed to establish any new postal address or account of the registered Shareholder. The Company will recommence sending dividend payments if requested in writing by the Shareholder or the person entitled by law to the shares.

(viii) Variation of rights

If the legislation allows this, rights attached to any class of shares may be changed if this is approved either in writing by Shareholders holding at least three-quarters in nominal value of the issued shares of that class (calculated excluding any shares held as treasury shares), or by a special resolution passed at a separate meeting of the holders of those shares (this is called a "class meeting"). At every such class meeting (except an adjourned meeting) the quorum is two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of the class (calculated excluding any shares held as treasury shares).

If new shares are created or issued which rank equally with any other existing shares, or if the Company purchases or redeems any of its own shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise.

(ix) Transfer of shares

The shares are in registered form. Any shares in the Company may be held in uncertificated form and, unless the Articles say otherwise, a Shareholder may transfer some or all of his uncertificated shares through CREST.

Unless the Articles say otherwise, a Shareholder may transfer some or all of his certificated shares. The transfer must be either in the usual standard form or in any other form which the Directors may approve. The share transfer form must be signed or made effective in some other way by or on behalf of the person making the transfer. The person transferring the shares will continue to be treated as a Shareholder until the name of the person to whom it is transferred is put on the register for that share.

The Directors can refuse to register the transfer of any shares which are not fully paid. The Directors may also refuse to register the transfer of any shares in the following circumstances.

Certificated shares

• (A) A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form.
• (B) Transfers may not be in favour of more than four joint holders.
• (C) The share transfer form must be properly stamped or certified or otherwise shown to the Directors to be exempt from stamp duty and must be accompanied by the relevant share certificate and such other evidence of the right to transfer as the Directors may reasonably require.

Uncertificated shares

(A) Registration of a transfer of uncertificated shares which is in favour of more than four persons jointly can be refused in the circumstances or in any other circumstance permitted by the uncertificated securities regulations as defined under the Articles (subject to any relevant requirement to the extent applicable of the LSE).

The Directors may refuse to register a transfer of any certificated shares by a person with a 0.25 per cent. or greater holding of the existing capital (calculated excluding any shares held as treasury shares) if such a person has failed to provide the Company with information concerning interests in those shares required to be provided under the legislation unless the Directors are satisfied that they have been sold outright to an independent third party.

No transfer of Ordinary Shares in certificated form will be registered if, in the reasonable determination of the Directors, the transferee is or may be a Prohibited Person, or is or may be holding such Ordinary Shares on behalf of a beneficial owner who is or may be a Prohibited Person. In addition, if the Directors become aware that any Ordinary Shares are owned directly or beneficially by a Prohibited Person, the Directors may give notice to such person requiring such person either: (i) to provide the Directors within 30 days of receipt of such notice with sufficient documentary evidence to satisfy the Directors that such person is not a Prohibited Person; or (ii) to sell or transfer his Ordinary Shares to a person who is not a Prohibited Person within 30 days and within such 30 days to provide the Directors with satisfactory evidence of such sale or transfer. Where condition (i) or (ii) is not satisfied within 30 days after the serving of the notice, the Directors are entitled to arrange for the sale of the relevant Ordinary Shares on behalf of the registered holder. If the Company cannot effect a sale of the relevant Ordinary Shares within five Business Days of its first attempt to do so, the registered holder will be deemed to have forfeited his Ordinary Shares. Notwithstanding the foregoing, prior to any transfer of Ordinary Shares, the Company may require the intended transferee thereof to represent and warrant, in such form as is acceptable to the Company, in its sole and absolute discretion, that such intended transferee (i) is not, and shall not be a Prohibited Person as of the time of transfer and (ii) in the event that such intended transferee subsequently becomes a Prohibited Person, and does not notify the Company, in writing, within five (5) Business Days of such change in status, such intended transferee will be deemed to have forfeited his Ordinary Shares effective immediately upon the expiration of such period.

If the ownership of Ordinary Shares by a person will or may result in the Company's assets being deemed to constitute "plan assets" under the Plan Asset Regulation, as modified by Section 3(42) of ERISA, the Ordinary Shares of such person will be subject to the terms of the immediately preceding paragraph.

(x) Subdivision of share capital

Any resolution authorising the Company to subdivide any of its shares can provide that, as between the shares resulting from the subdivision, any of them may have any preference, advantage or deferred or other right or be subject to any restriction as compared with the others.

(xi) Non-United Kingdom Shareholders

There are no limitations in the Articles on the rights of non-United Kingdom Shareholders to hold, or to exercise voting rights attached to, the Ordinary Shares. However, non-United Kingdom Shareholders are not entitled to receive notices unless they have given an address in the United Kingdom to which such notices may be sent.

(xii) General meetings

Upon listing, the Company will be a "traded company" for the purposes of the Companies Act 2006 and as such will be required to give at least 21 clear days' notice of any other general meeting unless a special resolution reducing the period to not less than 14 clear days has been passed at the immediately preceding annual general meeting or at a general meeting held since that annual general meeting or, pending the Company's first annual general meeting, at any general meeting. Notice of a general meeting must be given in hard copy form, in electronic form, or by means of a website and must be sent to every member and every Director. It must state the time and date and the place of the meeting and the general nature of the business to be dealt with at the meeting. As the Company will be a traded company, the notice must also state the website address where information about the meeting can be found in advance of the meeting, the voting record time, the procedures for attending and voting at the meeting, details of any forms for appointing a proxy, procedures for voting in advance (if any are offered), and the right of members to ask questions at the meeting. In addition, a notice calling an annual general meeting must state that the meeting is an annual general meeting.

Each Director can attend and speak at any general meeting of the Company. The chairman of a meeting can also allow anyone to attend and speak where he considers that this will help the business of the meeting.

If it appears to the chairman of the meeting that the meeting place is inadequate to accommodate all members entitled and wishing to attend, the meeting will be duly constituted if the chairman is satisfied that adequate facilities are available to ensure that a member who is unable to be accommodated is able to participate in the business for which the meeting has been convened, to hear and see all persons present who speak and to be heard and seen by all other persons present in the same way.

In addition to any measures which the Board may be required to take due to the location of the meeting, the Board may make any arrangement it considers appropriate and reasonable in the circumstances to ensure the security of a meeting. The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with any such arrangements or restrictions.

(xiii) Directors

(A) Number of Directors

The Company must have a minimum of two Directors and a maximum of fifteen Directors (disregarding alternate directors). The Shareholders can change these restrictions by passing an ordinary resolution.

(B) Directors' shareholding qualification

The Directors are not required to hold any shares in the Company.

(C) Appointment of Directors

Directors may be appointed by the Company's Shareholders by ordinary resolution or by the Directors.

The Directors or any committee authorised by the Directors can appoint one or more directors to any executive position, on such terms and for such period as they think fit and they can also terminate or vary such an appointment at any time.

(D) Retirement of Directors by rotation

At each annual general meeting one third of the Directors who are subject to retirement by rotation or if their number is not three nor a multiple of three, the number nearest to one third, shall retire from office, provided always that a Director who is subject to retirement by rotation shall retire at the third annual general meeting after the annual general meeting or general meeting (as the case may be) at which he was previously appointed or re-appointed. If there are fewer than three Directors who are subject to retirement by rotation, one of them shall retire from office at the annual general meeting.

Any Director who has held office with the Company, other than employment or executive office, and who, at the date of the annual general meeting, has held such office for nine years or more, shall be subject to re-appointment at each general meeting.

(E) Removal of Directors by Special Resolution

The Company's Shareholders can by ordinary resolution remove any Director before the expiration of his period of office.

(F) Vacation of office

Any Director automatically stops being a Director if:

• (i) he gives the Company a written notice of resignation or he offers to resign and the Directors decide to accept this offer;
• (ii) all of the other Directors (who must comprise at least three people) pass a resolution or sign a written notice removing him as a Director;
• (iii) he is or has been suffering from mental or physical ill health and the Directors pass a resolution removing the Director from office;
• (iv) he has missed Directors' meetings (whether or not an alternate director appointed by him attends) for a continuous period of six months without permission from the Directors and the Directors pass a resolution removing the Director from office;
• (v) a bankruptcy order is made against him or be makes any arrangement or composition with his creditors generally;
• (vi) he is prohibited from being a Director under the legislation; or
• (vii) he ceases to be a Director under the legislation or be is removed from office under the Articles.

If a Director stops being a Director for any reason, he will also automatically cease to be a member of any committee or sub-committee of the Directors.

(G) Alternate director

Any Director can appoint any person (including another Director) to act as an alternate director. The appointment requires the approval of the Directors, unless previously approved by the Directors or unless the appointee is another Director.

(H) Directors' meetings

The Directors can decide when and where to have meetings and how they will be conducted. The Directors shall have meetings at least four times a year. They can also adjourn their meetings. If no other quorum is fixed by the Directors, two Directors are a quorum. A Directors' meeting at which a quorum is present can exercise all the powers and discretions of the Directors.

The Directors can appoint any Director as chairman or as deputy chairman and can remove him from that office at any time. Matters to be decided at a Directors' meeting will be decided by a majority vote. If votes are equal, the chairman of the meeting has a second or casting vote.

All or any of the Directors can take part in a meeting of the Directors by way of a conference telephone or any communication equipment which allows everybody to take part in the meeting by being able to hear each of the other people at the meeting and by being able to speak to all of them at the same time. A person taking part in this way will be treated as being present at the meeting and will be entitled to vote and be counted in the quorum.

The Directors can delegate any of their powers or discretions (with the power to sub-delegate) to committees of one or more persons as they think fit provided that there must be more Directors on a committee than persons who are not Directors. If a committee consists of more than one person, the Articles which regulate Directors' meetings and their procedure will also apply to committee meetings unless these are inconsistent with any regulations for the committee which have been laid down under the Articles.

(I) Remuneration of Directors

The total fees paid to all of the Directors (excluding any payments made under any other provision of the Articles) must not exceed £3,000,000 a year or any higher sum decided on by an ordinary resolution of the Shareholders.

The Directors or any committee authorised by the Directors will decide how much remuneration a Director appointed to an executive office will receive (whether as salary, commission, profit share or any other form of remuneration) and whether this is in addition to or in place of his fees as a Director.

The Directors or any committee authorised by the Directors can give special pay to any Director who, in their view, performs any special or extra services for the Company.

The Company may pay the reasonable travel, hotel and incidental expenses of each Director incurred in attending and returning from general meetings, meetings of the Directors or committees of the Directors or any other meetings which as a Director he is entitled to attend. The Company will pay all other expenses properly and reasonably incurred by each Director in connection with the Company's business or in the performance of his duties as a Director. The Company can also fund a Director's or former Director's expenditure and that of a director or former director of any holding company of the Company for the purposes permitted by the legislation and can do anything to enable a Director or former Director or a director or former director of any holding company of the Company to avoid incurring such expenditure as provided in the legislation.

(J) Pensions and gratuities for Directors

The Directors or any committee authorised by the Directors may decide whether to provide pensions or other benefits to any Director or former Director of the Company, or any relation or dependant of, or person connected to, such a person. However, if the Directors want to provide a benefit to a Director or former Director who has not been employed by or held an office or executive position in the Company or any of its subsidiary undertakings or former subsidiary undertakings or any predecessor in business of the Company or any such other company, or to relations or dependants of, or persons connected to, these Directors or former Directors, the Company's Shareholders must also pass an ordinary resolution to approve the payment.

(K) Directors' interests

The Directors may, subject to the Articles, authorise any matter which would otherwise involve a Director breaching his duty under the legislation to avoid conflicts of interest. Where the Directors give authority in relation to a conflict of interest or where any of the situations described in (i) to (v) below applies in relation to a Director, the Directors may (a) require that the relevant Director is excluded from the receipt of information, the participation in discussion and/or the making of decisions related to the conflict of interest or situation; (b) impose upon the relevant Director such other terms for the purpose of dealing with the conflict of interest or situation as they think fit; and (c) provide that where the relevant Director obtains (otherwise than through his position as a Director of the Company) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company's affairs, where to do so would amount to a breach of that confidence. The Directors may revoke or vary such authority at any time.

If a Director has disclosed the nature and extent of his interest in accordance with the legislation, a Director can do any one or more of the following:

• (i) have any kind of interest in a contract with or involving the Company or another company in which the Company has an interest;
• (ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration, as the Directors may decide;
• (iii) alone, or through a firm with which he is associated, do paid professional work for the Company or another company in which the Company has an interest (other than as auditor);
• (iv) be or become a director or other officer of, or employed by or a party to a transaction or arrangement with, or otherwise be interested in any holding company or subsidiary company of the Company or any other company in which the Company has an interest; and
• (v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company.

A Director does not have to hand over to the Company or the Shareholders any benefit he receives or profit he makes as a result of a conflict of interest authorised by the Directors or anything allowed under the above provisions nor is any contract which is allowed or authorised under these provisions liable to be avoided.

(L) Restrictions on voting

A Director cannot vote or be counted in the quorum on a resolution relating to appointing that Director to a position with the Company or a company in which the Company has an interest or the terms or termination of the appointment save to the extent permitted specifically in the Articles.

Subject to certain exceptions set out in the Articles, a Director cannot vote on, or be counted in a quorum in relation to, any resolution of the Directors on any contract in which he has an interest and, if he does vote, his vote will not be counted.

Subject to the legislation, the Shareholders may by ordinary resolution suspend or relax to any extent the provisions relating to Directors' interests or restrictions on voting or ratify any contract which has not been properly authorised in accordance with such provisions.

(M) Borrowing and other powers

The Directors shall manage the Company's business and can use all the Company's powers except where the Articles say that powers can only be used by the Shareholders voting to do so at a general meeting. The Directors are also subject to any regulations laid down by the Shareholders by passing a special resolution at a general meeting. In particular, the Directors may exercise all the Company's powers to borrow money, to guarantee, to indemnify, to mortgage or charge all or any of the Company's undertaking, property and assets (present and future) and uncalled capital, to issue debentures and other securities and to give security for any debt, liability or obligation of the Company or of any third party. The Directors will limit the total borrowings of the Company and, so far as they are able, its subsidiary undertakings to ensure that no money is borrowed if the total amount of the Group's borrowings (as defined in the Articles) then exceeds, or would as a result of such borrowing exceed, two times the Company's gross asset value (as defined in the Articles). However, the Shareholders may pass an ordinary resolution allowing borrowings to exceed such limit.

(N) Indemnity of Directors

As far as the legislation allows this, the Company can indemnify any director or former director of the Company or of any associated company against any liability and can purchase and maintain insurance against any liability for any director or former director of the Company or of any associated company.

(xiv) Winding up of the Company

On winding up of the Company (whether voluntary or otherwise) the liquidator may without members' resolution, divide among the Shareholders in kind the whole or part of the assets of the Company or transfer any part of the assets to trustees for the benefit of the Shareholders. The liquidator cannot distribute to Shareholders any asset to which a liability or potential liability is attached. On winding up of the Company holders of the Deferred Shares shall be entitled to receive in aggregate £1 and holders of the C Shares shall be entitled to receive in aggregate £1.

5. DIRECTORS' CONFIRMATIONS

Save as disclosed in this Prospectus, at the date of this Prospectus none of the Directors:

• (i) has any convictions in relation to fraudulent offences for at least the previous five years;
• (ii) has been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a member of the administrative, management or supervisory body or of senior manager of any company within the previous five years; or
• (iii) has been subject to any official public incrimination and/or sanction of him by any statutory or regulatory authority (including any designated professional bodies) or has ever been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.

Save as set out under the heading "Part VII – Directors and Corporate Governance", none of the Directors has any potential conflicts of interest between their duties to the Company and their private interests or other duties they may also have.

6. DIRECTORS' INTERESTS

The interests of the Directors and their connected persons in the ordinary share capital of the Company (all of which are beneficial) immediately following Admission (assuming full take up of the Capital Raising) are as follows:

Director	Number of Ordinary Shares	Number of Restricted Shares	Percentage of issued Ordinary Shares	Number of Ordinary Shares under options and awards+
C Evans*	7,316,039	4,470,913	5.2%	295,893
Jonathan Peacock	685,056	0	0.5%	3,105,541
Joseph Anderson**	354,310	0	0.3%	3,968,246
James Rawlingson	37,484	0	0.0%	368,105
Franz Humer***	56,763	0	0.0%	0
David U'Prichard***	28,985	0	0.0%	0
Trevor Jones***	27,777	0	0.0%	0
Lord Hutton of Furness***	27,777	0	0.0%	0
Meghan FitzGerald***	30,344	0	0.0%	0
Giles Kerr***	31,663	0	0.0%	0

* Certain of these Ordinary Shares are held through Ectoplasm Limited.

** J Anderson holds 138,889 Ordinary Shares through PAL Trustees Limited, his SIPP.

*** The Ordinary Shares allotted to each of the Non-Executive Directors at the IPO and following the last annual general meeting of the Company are subject to lock-up restrictions for a period of three years from the date of the relevant Non-Executive Director's letter of appointment. For further details, see paragraph 7.3 of this Part XIV.

**** This number takes into account J Peacock's subscription for New Ordinary Shares for an aggregate amount of £200,000 pursuant to the Placing.

• Details of the options and share awards granted to the Directors are set out in paragraph 18 of this Part XIV above.

In addition to the interests shown in the table above, pursuant to an option agreement, C Evans has the right to purchase 70 per cent. of the Ordinary Shares held by C. Chipperton (details of which are set out in paragraph 3.16 of this Part XIV).

J. Peacock, Chairman, intends to participate in the Placing by subscribing for New Ordinary Shares for an aggregate amount of circa £200,000.

7. DIRECTORS

Details of the Directors and their functions are set out in this "Part XIV – Additional Information". Their business address is 20 Berkeley Square, London W1J 6EQ, United Kingdom.

C Evans was appointed as a director on 15 September 2015 on incorporation of the Company. All the other Executive and Non-Executive Directors (with the exception of Franz Humer, Meghan Fitzgerald and Giles Kerr) were appointed on 8 February 2016 further to a resolution of the Board on 4 February 2016. Franz Humer was appointed on 7 June 2016 by a resolution of the Board. All Directors were re-appointed at the annual general meeting of the Company on 5 June 2017. Meghan FitzGerald and Giles Kerr were appointed on 19 August 2017 and 17 October 2017 respectively by the Directors and they will be required to be put forward for re-election at the next annual general meeting of the Company following Admission.

7.1 Current and previous directorships and partnerships

In addition to their directorships of the Company and other Group Companies, the Directors are, or have been, members of the administrative, management or supervisory bodies ("directorships") or partners of the following companies or partnerships, at any time in the five years prior to the date of this Prospectus.

Current Directors	Current directorships and partnerships	Former directorships and partnerships
Jonathan Peacock	Arix Bioscience, Inc. Bellerophon Therapeutics Avantor	Alantos Pharmaceuticals Holding, Inc. Alantos Securities Corporation Amgen Boulder Development Corporation Amgen British Columbia Inc. Amgen Cambridge Real Estate Holdings Inc. Amgen Clinical Development 7, Limited Amgen Clinical Development 8, Limited Amgen Fremont Inc. Amgen Germany Research (Munich) Holdings, Inc. Amgen Holding BC Corp. Amgen Holding No.1 Limited Amgen Holding No.2 Amgen International LLC Amgen Investments Ltd. Amgen Mountain View Inc. Amgen Rheumatology Development Corp. Amgen Risk and Insurance Services, Inc. Amgen Rockville, Inc. Amgen SF, LLC Amgen Technology, Limited Amgen USA Inc.
Professor Sir Christopher Evans	Ellipses Pharma Ltd Excalibur Fund Managers Limited Excalibur Group Holdings Ltd Excalibur Healthcare Services Ltd Glebe Corporate LLP Glebe Facilities Ltd Merlin Scientific Consulting Ltd Merlin Scientific LLP Proton Partners International Ltd Qbrand21 Holdings Ltd Q21 PJ Ltd Reneuron Group plc Simbec-Orion Group Ltd Sultan Scientific Ltd	Amgen Ventures LLC Amgen Worldwide Services, Inc. Andromeda Acquisition Corp. Arena Acquisition Company Armstrong Acquisition Corp. Avant Medical Corporation Biovex Group, Inc. Biovex, Inc. DFC Investments, Inc. Hesed Biomed Inc. Ilypsa, Inc. Immunex Corporation Immunex Rhode Island Corporation Intralmmune Therapies, Inc. KAI Pharmaceuticals, Inc. Kite Pharma Kiwi Acquisition Corp. Onyx Pharmaceuticals, Inc.

PFC Holdings, Inc. SPT Investments, Inc.

The Amgen Foundation, Inc.

Current Directors	Current directorships and partnerships	Former directorships and partnerships
		Xenotech, Inc. Arthurian Life Sciences Limited Arthurian Life Sciences GP Limited Arthurian Life Sciences SPV GP Limited Axellis Limited AV22 Ltd Decon Sciences Limited Destination Skin Group Limited DS Realisation 2010 Ltd Lab 21 Diagnostic Services Limited Life Sciences Hub Wales Ltd Magstim (Holdings) Limited Magstim (Holdings) 2 Limited Merlin Asset Management Limited Merlin Limited Merlin (Scotland) GP Limited Merlin General Partner III Limited Mzima Medical Limited Simbec Research Limited Vivomedica PLC Vivomedica (UK) Limited*
Joseph Anderson	Abingworth BioVentures III GPLP Abingworth BioVentures IV GPLP Abingworth BioVentures V GPLP Abingworth BioVentures VI GPLP Arix Bioscience Holdings Limited Arix Bioscience, Inc. Autolus Ltd	Abingworth LLP Abingworth BioEquities Fund LP Abingworth BioEquities Fund Ltd Abingworth BioEquities Master Fund Ltd Algeta ASA Amarin Corporation PLC Cytos Biotechnology Ag Epigenomics Ag
James Rawlingson	ALS SPV Limited Arix Bioscience Holdings Limited Arix Bioscience, Inc. Arthurian Life Sciences Limited Arthurian Life Sciences GP Limited Arthurian Life Sciences SPV GP Limited	Alpha Trustees Limited Charles Stanley & Co. Limited Charles Stanley Group plc Coutts & Company Coutts & Co Investment Management Limited EBS Management plc Exempt Nominees Ltd RBS Collective Investment Funds Limited RBSG Collective Investments Holdings Limited RBSG Collective Investments Limited RBS Pension Trustee Limited Rock (Nominees) Limited Runpath Support Limited Sutherlands Group Limited Sutherlands Research Limited

Current Directors	Current directorships and partnerships	Former directorships and partnerships
Dr Franz Bernhard Humer	Citigroup, Inc. Chugai Pharmaceuticals Ltd Bial Pharmaceuticals Wisekey SA	Diageo PLC Roche Holdings Ltd Kite Pharma
David U'Prichard	BioMotiv LLC Churchill Pharmaceuticals, LLC Cyclacel, Inc. Druid Consulting LLC Dual Therapeutics Inc. Iroko Pharmaceuticals. LLC Orca Pharmaceuticals Limited Angstrom/Splash Pharmaceuticals Vala Sciences, Inc.	Life Technologies, Inc. Naurex LLC Ocimum Biosolutions Oxagen Ltd Silence Therapeutics plc Stratified Medicine Scotland
Lord John Hutton of Furness	Apartments for London Ltd Circle Health Ltd Energy UK Ltd Byhiras Limited Nuclear Industry Association Sirius Minerals PLC	Arthurian Life Sciences Limited
Professor Trevor Jones	E-Therapeutics PLC France La Financière Bayard Simbec-Orion Group Limited The British Neurological Research Trust	Allergan Inc Arthurian Life Sciences Limited Biopharma Partners Ltd Kcfbiopharma Limited Merlin General Partners II Ltd Reneuron Holdings Limited Reneuron Limited Reneuron (UK) Limited SciClone Inc Sigma-Tau Finanziaria SpA Sigma-Tau Pharmaceuticals Inc Simbec Research Limited The UK Stem Cell Foundation Synexus Ltd Synexus Clinical Research Midco No. 2 Limited The Merlin Biosciences Fund LP Verona Pharma plc
Meghan Mair FitzGerald	Concert Pharmaceuticals, Inc. Gelesis, Inc. L1 Health LLC Parexel International Corporation Senior Link, Inc.	Cardinal Health, Inc.

Current Directors	Current directorships and partnerships	Former directorships and partnerships
Giles Kerr	Adaptimmune Therapeutics PLC BTG PLC Favvit.com Limited Oxford Angels Network Oxford Capital Fund (General Partner) Limited Oxford Sciences Innovation PLC Oxford University Endowment Management Limited Oxford University Innovation Limited Paypoint PLC Senior PLC 76 Elsham Road Limited	Oxford Mutual Limited Limited Victrex PLC

Oxford Mutual Limited Quanta Dialysis Technologies Victrex PLC

*Axellis Limited, Decon Sciences Limited, DS Realisation 2010 Limited, Vivomedica PLC and Vivomedica (UK) Limited were all subject to voluntary liquidation during the directorship of C Evans following the sale of each of their businesses as a whole and distribution of their assets to shareholders.

7.2 Transactions with Directors

• 7.2.1 Save as disclosed in paragraph 17 of this "Part XIV Additional Information" in relation to "Material Agreements" and their respective employment agreements, letters of appointments and consultancy agreements (details of which are set out in paragraph 7.3 of this "Part XIV – Additional Information"), there has been no transactions between the Directors and the Company (or any Group Company) since the incorporation of the Company.
• 7.2.2 The aggregate remuneration paid and benefits in kind granted to the Directors between 15 September 2015 and 31 December 2016 was £3.8 million. It is estimated that, under the agreements in force at the Latest Practicable Date, the aggregate remuneration payable and benefits in kind to be granted to the Directors in the year ending 31 December 2017 is £2.8 million.

7.3 Service Agreements and letters of appointment

7.3.1 Executive Directors' service agreements

Each of the Executive Directors has entered into a service agreement with the Company (and in the case of Jonathan Peacock with Arix Bioscience, Inc.), further details of which are set out below. In addition to the terms specific to each Executive Directors as set out below, each of the service agreements between the Company and the Executive Directors contain the following terms:

• the Executive Directors are entitled to participate in a permanent health insurance scheme and a life assurance scheme (such health insurance scheme and life assurance scheme for Jonathan Peacock being in the US);
• the Company contributes 7.5 per cent. of the Executive Directors' salary to a personal pension scheme with the exception of Jonathan Peacock who is entitled to participate in a 401(k) retirement plan with matching contributions to be made by the Arix Bioscience, Inc.;
• the Board (acting through the Remuneration Committee) may in its discretion pay the Directors a bonus of up to 100 per cent. of their gross salary at such intervals and subject to such conditions as the Board may determine;

• the Company has the right to terminate the service agreements for cause (including amongst others disqualification from acting as director, failure to satisfy regulatory requirements or being guilty of any gross misconduct affecting the business of any Group Company) with immediate effect;

• the Company is entitled to terminate the Executive Director's employment by payment of a cash sum in lieu of notice, equal to the salary which the Executive Director would have been entitled to receive during the notice period and place the Executive Director on garden leave; and

• if the service agreement is terminated as a result of and within one month of a takeover (which is not recommended by the Board), sale or merger by or of the Company he will be entitled to liquidated damages equal to his salary for the full 12 month notice period together with the value of all other benefits for the 12 month period (in the case of James Rawlingson, this is for a six month period) immediately before such termination including bonus based on the average of the bonuses received for the last three years or since the commencement of appointment if less than three years.

Jonathan Peacock

J Peacock was appointed as chairman of the Company on 8 February 2016 and entered into a letter of appointment with the Company on 2 February 2017 which was amended on 5 June 2017 pursuant to which he agreed to continue to serve as executive director and chairman of the Company. His fee as a director is £38,000 per annum.

Under his letter of appointment, he is subject to a confidentiality undertaking without limitation in time (subject to customary exceptions) and to non-competition restrictions with the Group's Business for a period of nine months after termination of his appointment as well as non-solicitation, and non-hiring restrictive covenants for a period of 12 months after the termination of his appointment.

J Peacock's appointment as a director is subject to reappointment at each successive AGM and may be terminated upon not less than twelve months' prior notice by either party. In addition, his appointment as a director under his letter of appointment shall be deemed to be terminated if his US service agreement terminates in certain circumstances.

J. Peacock's compensation under his letter of appointment on termination of his appointment depends on the reason for such termination. If his appointment is terminated due to the occurrence of an event that would constitute "Cause" under his US service agreement or the commission of an offence under the Bribery Act 2010, amongst others, he will be entitled to accrued fees as at the date of termination together with reimbursement of any expenses properly and reasonably incurred prior to that date. If his appointment is terminated upon any party giving the requisite notice to the other or the shareholders fail to vote in favour of the reappointment at any AGM at which he is nominated for re-election amongst others, he will be entitled to his accrued fees and expenses, together with payment of fees for 12 months from the date of termination or resignation. The letter is governed by the laws of England and Wales.

J Peacock also entered into a service agreement with Arix Bioscience, Inc. ("Arix US") dated 2 February 2017 effective from 1 October 2016 (in replacement of his service agreement with the Company which was effective 1 January 2016 to 1 February 2017) and which was amended on 5 June 2017. Pursuant to this agreement his salary is £362,000 gross per annum. Arix Bioscience's remuneration committee may recommend that he is paid a bonus of up to 100 per cent. of the sum of his base salary and the annual compensation under his letter of appointment based on such criteria as is established by the remuneration committee.

J. Peacock's compensation under his US service agreement following the termination of his employment depends upon the reason for such termination. If Arix US terminates J. Peacock's employment for "Cause," he won't be entitled to receive any compensation or benefits other than the base salary earned but not yet paid, employee benefits, any bonus that has not been paid as of the date of termination. If Arix US terminates J. Peacock's employment other than for Cause, or J. Peacock resigns for "Good Reason," in addition to the foregoing compensation, he will be entitled to 12 months' worth of base salary as well as a bonus in relation to the then current financial year.

J. Peacock has entered into a restrictive covenants agreement dated 2 February 2017 and amended on 5 June 2017 which imposes on him obligations substantially similar to those under his UK letter of Appointment (but reflecting applicable US law). This agreement is subject to the laws of New York.

Professor Sir Christopher Evans

C Evans entered into his service agreement on 1 November 2015 effective from 1 November 2015 (as amended on 6 September 2016) pursuant to which his annual salary is £250,000 per annum as Deputy Chairman. He is subject to a confidentiality undertaking without limitation in time and to non-competition restrictions with the Group's Business (other than activities relating to cancer treatment, prevention or care) as well as non-solicitation, and non-hiring restrictive covenants for period of 12 months after the termination of his service agreement. The service agreement may be terminated by either party upon 12 months' written notice.

In addition to his service agreement, the Company also entered into a consultancy agreement on 1 February 2016 with Merlin Scientific LLP ("Merlin"), a limited liability partnership wholly owned and controlled by C Evans (the "Consultancy Agreement") pursuant to which the Company agreed to pay a fee of £20,000 per month to Merlin. Under the Consultancy Agreement Merlin agreed to make C Evans available for the performance of the services. The Consultancy Agreement may be terminated by either party upon a 12 months' notice in writing. The services to be provided by Merlin under the Consultancy Agreement include the provision of advisory and complementary services on an international basis and the provision of assistance with respect to investors and analysts in relation to the Group as a whole. Merlin is not required to provide the services exclusively to the Company. The Consultancy Agreement includes post-termination restrictive covenants by Merlin (and an obligation to procure that C Evans will comply with the covenants) for 12 months following its termination with the exclusion of any business, research, activity, investments of sourcing of drugs or technologies solely for cancer applications, treatment, prevention or care. Pursuant to a deed of indemnity dated 27 March 2017, C Evans and Merlin Scientific LLP agreed to be fully responsible for and to indemnify the Company against any tax liabilities arising in connection with the services provided under the Consultancy Agreement.

Joseph Anderson

J Anderson entered into a service agreement on 8 February 2016 effective from 1 January 2016 pursuant to which his annual salary is £500,000. J Anderson is entitled to either be supplied with a car for sole business use or receive a car allowance in the sum of £10,000 per annum by way of equal monthly instalments. He is subject to a confidentiality undertaking without limitation in time and to non-competition restrictions with the Group's Business as well as non-solicitation, and non-hiring restrictive covenants for period of 12 months after the termination of his service agreement. The service agreement may be terminated by either party upon 12 months' written notice.

James Rawlingson

J Rawlingson entered into a service agreement on 8 February 2016 with effect from 9 February 2016 (as amended on 6 September 2016) pursuant to which his annual salary is £270,000. It is also agreed that he will be supplied with a car for sole business use. He is subject to a confidentiality undertaking without limitation in time and to non-competition restrictions with the Group's Business as well as non-solicitation, and non-hiring restrictive covenants for period of 9 months after the termination of his service agreement. The service agreement may be terminated by either party upon 6 months' written notice.

7.3.2Non-Executive Directors' letters of appointment

Senior Non-Executive Director

Franz Humer was appointed as the Senior Non-Executive Director of the Company with effect from 7 June 2016 pursuant to a letter of appointment the terms of which are identical to the terms of the letters of the other Non-Executive Directors with the exception of his remuneration and the term of his initial appointment. Accordingly, it was agreed that F Humer's annual fee would be £100,000 per annum. In addition, he would be paid a fee of £17,500 per annum for the chairmanship and membership of committees of the Board. Further, it was agreed that he would be paid a one-off payment of his annual fee of £117,500 as a one-time award in connection with the IPO (to be satisfied by the issue and allotment of New Ordinary Shares on IPO at nominal value). F Humer's initial term of appointment is three years.

Other Non-Executive Directors

Each of David U'Prichard, Professor Trevor Jones and Lord John Matthew Patrick Hutton was appointed by the Company pursuant to letters of appointment dated 8 February 2016 which were amended on 7 June 2016. The term of each of their appointments is for an initial term expiring at the Company's annual general meeting in 2019 and thereafter for such further term or terms as may be agreed.

Meghan Mair FitzGerald was appointed on 19 August 2017 pursuant to a letter of appointment dated 11 July 2017 (as amended on 29 September 2017). The initial term of her appointment is one year from 11 July 2017 after which it may be renewed as agreed.

Giles Kerr was appointed on 17 October 2017 pursuant to a letter of appointment dated 16 October 2017. The initial term of his appointment is one year from 16 October 2017 after which it may be renewed as agreed.

The appointment of all Non-Executive Directors may be terminated on the occurrence of the following, inter alia, their removal as a director or vacation of office pursuant to the law or the Company's articles of association, as amended from time to time or in the event that the Non-Executive Directors are not reappointed or deemed to have been reappointed by the Shareholders following their retirement at any time. Their letters of appointment are also terminable on three months' notice by either party.

Each of the Non-Executive Directors, with the exception of Franz Humer, was paid a fee of £25,000 per annum until IPO and £50,000 per annum since then. The Non-Executive Directors are paid an additional fee of £7,500 per annum for serving as a member of board committees and an additional fee £10,000 per annum for acting as chairman of board committees, as applicable. An amount equal to 50 per cent. of the Non-Executive Directors' total annual fee is satisfied by the issue and allotment of Ordinary Shares at the prevailing market price following the annual general meeting of the Company each year. The remaining 50 per cent. of their fee is payable in quarterly equal instalments in arrears. The Non-Executive Directors are subject to confidentiality undertakings without limit in time and require prior consent of the Board to hold any interest or undertake any engagement or activity which is liable to detract them from their engagement or which might conflict with the interests of the Company.

Each of the Non-Executive Directors (excluding F Humer) was paid an amount equal to their respective annual fees on IPO, such payment was satisfied by the issue and allotment of Ordinary Shares at the IPO Price.

Meghan FitzGerald received an amount equal to her annual fee of £57,500. In addition to her annual fee, she received a joining payment of which an amount of £23,000 was paid in cash and which was satisfied by the issue and allotment of 30,344 Ordinary Shares on 22 December 2017 at the then prevailing market price. Giles Kerr's annual fee of £60,000 was paid in cash pro rata in respect of services between the date of his letter of appointment and 31 December 2017. In addition to his annual fee, he received a joining fee of which an amount of £24,000 was paid in cash and which was satisfied by the issue and allotment of 31,663 Ordinary Shares on 22 December 2017 at the then prevailing market price.

In addition, all of the Directors are entitled to be reimbursed by the Company for travel, hotel and other expenses reasonably and properly incurred by them in the course of their directors' duties relating to the Company.

Each of C Evans, Professor Trevor Jones, John Banham and Lord John Matthew Patrick Hutton were directors of ALS until 13 October 2017. Professor Trevor Jones, John Banham and Lord John Matthew Patrick Hutton received a fee of £30,000 per annum as directors of ALS until 8 July 2016 on which date their respective letters of appointment with ALS were terminated following ALS becoming a wholly-owned subsidiary of the Company.

7.3.4Directors' Indemnity

The Company has customary directors' and officers' indemnity insurance in place in respect of each of the Directors.

Pursuant to a deed of indemnity entered into between the Company and each Director, the Company has undertaken, subject certain limitations, to insure, indemnify and/or loan to the Directors in relation to certain specific liabilities incurred by the Director in connection with the performance of his duties as a director of the Company.

8. MAJOR SHAREHOLDERS AND OTHER INTERESTS

8.1 As at the Latest Practicable Date, the Directors were aware of the following persons who, directly or indirectly, were interested in three per cent. or more of the Company's capital or voting rights (assuming full take up of the Capital Raising and no take up in the Placing or Offer for Subscription by the Major Shareholders):

	Number of		Number of
	Ordinary		Ordinary
	Shares	Percentage	Shares	Percentage
	on the Latest	of issued	immediately	of issued
	Practicable	Ordinary	following	Ordinary
Person with interest	Date+	Shares+	Admission++	Shares+
LF Woodford Income Equity Fund, a sub
fund of LF Woodford Investment Fund
and Woodford Patient Capital
Trust PLC	29,538,005	30.7%	31,760,228***	22.6%
C Chipperton**	10,432,914	10.9%	10,432,914	7.4%
Takeda Ventures, Inc.	4,830,917	5.0%	7,497,583***	5.3%
UCB Ventures S.A.	3,869,902	4.0%	5,647,679***	4.0%

• The figures set out in this column in the table above are inclusive of the Restricted Shares held by C Evans (directly and indirectly) and C Chipperton (details of which are set out in paragraph 17.2 of this Part XIV).

++ The figures set out in this column in the table above are inclusive of the Restricted Shares. These figures assume full take up of the Capital Raising.

* LF Woodford Equity Income Fund and Woodford Patient Capital Trust PLC hold their interests through NorTrust Nominees Limited.

** 2,980,608 of these Ordinary Shares are Restricted Shares.

*** These figures include the New Ordinary Shares to be issued pursuant to the Firm Placing.

• 8.2 Save as set out in paragraph 8.1 above, as at the Latest Practicable Date, the Company was not aware of any person or persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.
• 8.3 Those interested, directly or indirectly, in three per cent. or more of the issued share capital of the Company do not now, and, following the Capital Raising and Admission, will not, have different voting rights from other holders of Ordinary Shares.

9. PENSION ARRANGEMENTS

Save for the pension contributions pursuant to the Executive Directors' service agreements (details of which are set out in paragraph 7.3 of this "Part XIV – Additional Information" amounting to £0.1 million in aggregate and the amount of pension contribution paid for employees of the Group in the total amount of £0.1 million for the financial period ended 31 December 2017, there are no pensions or other similar arrangements in place with the Directors nor are any such arrangements proposed.

10. EMPLOYEES AND PROPERTY

10.1 Employees

Details of the employment arrangements of the Executive Directors are contained at paragraph 7.3 of this "Part XIV – Additional Information". The Group has 16 employees as of 31 December 2017, 12 of which are located in the United Kingdom and four are located in New York. Four of the Group's employees are involved in the management of the Group, eight are involved in operational and business development and four are involved in finance and office administration.

10.2 Property

The Company entered into an office lease on 10 March 2016 with Gladden Properties LLC in relation to office premises in New York City (the "Lease"). The term of the Lease is approximately 5 years (commencing on 21 March 2016 and ending 31 May 2021). Pursuant to the terms of the Lease, the Company agreed to pay annual fixed rent in the amount of \$523,315 (to be increased to \$550,290 on the third anniversary of the commencement of the Lease term), and to pay fixed escalation rent in the amount of \$8,082.50 from the first anniversary of the commencement of the Lease term that increases each anniversary thereafter, up to \$32,370 on the fourth anniversary. The annual fixed rent and fixed escalation rent are payable in equal monthly instalments in advance. The Company's obligation under the Lease is guaranteed by an irrevocable and transferable letter of credit in the amount of \$261,657.50, which is subject to a reduction in the event Tenant's assets under management are at least \$300,000,000.

On 22 March 2016 the Company assigned the Lease to Arix US. Pursuant to the terms of the Lease, Arix US and the Company will be jointly and severally liable under the Lease.

The Company also entered into an office lease on 10 May 2016 with Berkeley Square Holdings Ltd in relation to office premises in London (the "London Lease"). The term of the lease is 5 years (commencing on 10 May 2016 and ending 9 May 2021). Pursuant to the terms of the London Lease, the Company has agreed to pay the yearly sum of £248,850 by equal quarterly instalments.

No Group Company owns any other premises (whether leasehold or freehold).

11. RELATED PARTY TRANSACTIONS

Save as described in the Annual Financial Statements of the Group (incorporated by reference in this Prospectus) and "Part X – Historical Financial Information" and the unaudited half-yearly financial statements of the Group (incorporated by reference in this Prospectus) in "Part XI – Unaudited Financial Information for the six months period ended 30 June 2017" of this Prospectus, there are no related party transactions between the Company or members of the Group that were entered into in the period during the financial years ended 2014, 2015 and 2016 and during the period between 1 January 2017 and the Latest Practicable Date.

12. WORKING CAPITAL

The Company is of the opinion that the working capital available to the Group is sufficient for the Group's present requirements, that is, for at least the 12 months from the date of this Prospectus.

13. SIGNIFICANT CHANGE

Apart from:

• the loan of £5m granted by the Company to ALS for general working capital purposes, which it subsequently invested into WLSIF (further details of which are set out in in paragraph 5.4 of "Part VI – Information on the Group") ;
• the loan to Simbec further details of which are set out in paragraph 17.21 of this "Part XIV Additional Information"; and
• the acquisition of interests in its Group Businesses of Autolus Limited, OptiKira LLC, Amplyx Pharmaceuticals, Inc., PreciThera, Inc, Iterum Therapeutics Limited, Harpoon Therapeutics, Inc., LogicBio Therapeutics, Inc., Atox Bio, Inc., Mitoconix Bio Ltd. and Aura Biosciences, Inc.

there has been no significant change in the trading or financial position of the Group since 30 June 2017, being the date as at which the financial information referred to in "Part XI – Unaudited financial information for the six months ended 30 June 2017" has been prepared.

14. LITIGATION

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) since the Company's incorporation which may have, or have had in the recent past, significant effects on the financial position or profitability of the Group.

15. CITY CODE

The City Code is issued and administered by the Takeover Panel. The Takeover Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive on Takeover Bids (2004/25/EC) (the "Directive"). Following the implementation of the Directive by the Takeovers Directive (Interim Implementation) Regulations 2006, the rules in the City Code which are derived from the Directive now have a statutory basis.

The City Code applies to all takeovers and merger transactions, however effected, where, inter alia, the offeree company is a public company which has its registered office in the United Kingdom, the Isle of Man or the Channel Islands, if the company has its securities admitted to trading on a regulated market in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man. The City Code will therefore apply to the Company from Admission and its Shareholders will be entitled to the protection afforded by the City Code.

Under Rule 9 of the City Code, where: (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company subject to the City Code; or (ii) any person who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. but not more than 50 per cent. of the voting rights of such a company, if such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, then, except with the consent of the Takeover Panel, he, and any person acting in concert with him, must make a general offer in cash to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights to acquire the balance of the shares not held by him and his concert party.

Save where the Takeover Panel permits otherwise, an offer under Rule 9 of the City Code must be in cash and at the highest price paid within the 12 months prior to the announcement of the offer for any shares in the company by the person required to make the offer or any person acting in concert with him. Offers for different classes of equity share capital must be comparable. The Takeover Panel should be consulted in advance in such cases.

A fund manager will be presumed to be acting in concert with any investment company, unit trust or other person whose investments such fund manager manages on a discretionary basis, in respect of the relevant investment accounts unless the contrary can be established (the Category 4 Presumption). Under the Category 4 Presumption, LF Woodford Equity Income Fund and Woodford Patient Capital Trust PLC should each be presumed to be acting in concert with Woodford Investment Management Ltd. On the Latest Practicable Date, LF Woodford Equity Income Fund and Woodford Patient Capital Trust PLC held in aggregate 29,538,005 Ordinary Shares representing 30.7 per cent. of the Ordinary Shares. Each of LF Woodford Equity Income Fund, a sub fund of LF Woodford Investment Fund, Woodford Patient Capital Trust PLC and any other entity, acting in concert with Woodford Investment Management Ltd under the Category 4 Presumption (a "WIM Fund") have agreed to subscribe for New Ordinary Shares in the Firm Placing for in aggregate £5 million. Following the Capital Raising, the WIM Funds (and any other Investor associated with the WIM Funds) are expected to hold a maximum of 22.6 per cent. of the Ordinary Shares (assuming full take up of the Capital Raising and no subscription from the WIM Funds in the Placing and Offer for Subscription).

Under the Companies Act, if pursuant to a takeover offer an offeror were to acquire 90 per cent. of the Ordinary Shares the subject of the takeover offer within four months of making the offer, it could then, subject to satisfying certain other requirements, compulsorily acquire the remaining ten per cent. It would do so by sending a notice to outstanding Shareholders telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for outstanding Shareholders. The consideration offered to the Shareholders whose shares are compulsorily acquired under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

The Companies Act also gives minority Shareholders in the Company a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the Ordinary Shares and at any time before the end of the period within which the offer could be accepted the offeror held or had agreed to acquire not less than 90 per cent. of the Ordinary Shares, any holder of shares to which the offer relates who has not accepted the offer can require the offeror to acquire his shares. The offeror would be required to give any Shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of minority Shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a shareholder exercises its rights, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

16. THE DISCLOSURE GUIDANCE AND TRANSPARENCY RULES

For so long as the Company has any of its share capital admitted to trading on the Main Market of the London Stock Exchange, or any successor market or any other market operated by the London Stock Exchange, every Shareholder must comply with the notification and disclosure requirements set out in Chapter 5 of the Disclosure Guidance and Transparency Rules (as amended and varied from time to time) of the FCA Handbook.

Under the Disclosure Guidance and Transparency Rules, a Shareholder is required to notify the Company of the percentage of its voting rights if the percentage of voting rights which he holds (directly or indirectly) reaches, exceeds or falls below three per cent. and each one per cent. threshold thereafter up to 100 per cent. The notification must be made within four trading days of the Shareholder learning of the acquisition or disposal leading to the increase or decrease in his shareholding.

Shareholders are urged to consider their notification and disclosure obligations carefully as a failure to make the required disclosure to the Company may result in disenfranchisement.

17. MATERIAL CONTRACTS

As well as the Directors' service contracts and letters of appointment summarised at paragraph 7.3 of this "Part XIV – Additional Information", the following are all the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by the Company or Arix Holdings since their respective incorporation and for the rest of the Group for the last two years which: (a) are, or may be, material; or (b) contain obligations or entitlements which are, or may be, material to the Company, Arix Holdings or the Group as a whole as at the date of this Prospectus.

The Company

17.1 Subscription and shareholders' agreement

The Company entered into a subscription and shareholders' agreement with CF Woodford Equity Income Fund, Woodford Patient Capital Trust PLC (together, referred to as "Woodford"), Arig Risk Management JLT, Richard Caring, Rathbone Investment Management Limited, Elcot Fund Limited, Jonathan Peacock and Joseph Anderson (each an "Pre-IPO Investor" and together the "Pre-IPO Investors") and the existing Shareholders (the "Subscription Agreement"). Pursuant to the Subscription Agreement the Investors subscribed for 27,805,556 Series B Shares in aggregate for a total of £50.05 million subscription price and the parties regulated their relationship as shareholders of the Company.

Pursuant to subscription letters with the Company entered into on 15 April 2016, Daniel V. Tierney 2011 Trust subscribed for 777,777 Series B Shares in the capital of the Company at a subscription price of £1.80 per share and Serenity Investment LLC subscribed for 333,333 Series B Shares in the capital of the Company at a subscription price of £1.80 per share for a total amount of £2.0 million, pursuant to which each of Daniel V. Tierney 2011 Trust and Serenity Investments LLC entered into deeds of adherence to the Subscription Agreement.

On 2 February 2017 the parties to the Subscription Agreement entered into a deed of termination pursuant to which they confirmed the termination of that agreement as at the IPO.

17.2 Restrictive Share Agreement

The Company entered into a Restrictive Share Agreement on 8 February 2016 with the Founders and the ESS Shareholders. Pursuant to the Restrictive Share Agreement, the Founders and the ESS Shareholders each undertook not to exercise the rights attaching to their Restricted Shares. The Restrictive Share Agreement was amended by a deed on 2 February 2017 with effect from Admission.

The Restrictive Share Agreement, as amended, contains, among other things, the following provisions:

• (a) Until and unless the Restricted Shares (or any of them) are released from their respective undertakings the Founders and the ESS Shareholders agreed to disenfranchise their Restricted Shares. Accordingly, the Founders and the ESS Shareholders agreed: (i) not to dispose of their Restricted Shares; (ii) not to exercise any of the voting rights attaching to their Restricted Shares; and (iii) to renounce all rights attaching to the Restricted Shares to receive any dividend or any other distribution on liquidation or return of capital.
• (b) The Founders agreed that on IPO all Restricted Shares which were not Incentive Shares or Withheld Founders Shares (as such term is defined below in this paragraph) would be redesignated as Deferred Shares.
• (c) The Company agreed that the Founders would be released from their undertakings under the Restrictive Share Agreement in relation to the following number of Restricted Shares (the "Withheld Founders Shares") in two equal proportions on the first and second anniversary of the IPO as set out in the table below.

	No. of Restricted Shares to be released
Founder	First anniversary	Second anniversary
C Evans	240,235	240,235
Ectoplasm Limited	1,201,173	1,201,173
C Chipperton	960,938	960,939

(d) The Company agreed that the Founders' would be released from their undertakings under the Restrictive Share Agreement in relation to a number of their Restricted Shares equal to the number of Incentive Shares according to the rules of the Founders' Incentive Arrangement, details of which are set out in paragraph 18 of this "Part XIV – Additional Information". It was agreed that the total number of Incentive Shares will represent 5 per cent. of the entire issued ordinary share capital of the Company on a fully diluted basis on IPO.

On 15 April 2016 the Company released the ESS Holders from their undertakings pursuant to the Restrictive Share Agreement in relation to an aggregate number of 156,642 Ordinary Shares as evidenced by a letter dated 7 June 2016 from the Company.

17.3 Consultancy agreement between the Company and Martin Charles Walton

The Company entered into a consultancy agreement on 8 February 2016 with Martin Charles Walton (the "MW Consultancy Agreement") pursuant to which the Company agreed to pay a fee of £1,351 per day to Martin Charles Walton. Under the MW Consultancy Agreement, the services to be provided by Martin Charles Walton included agreeing to use his best endeavours to promote the interests of the Company and its group companies, to be available for up to 2.5 days per week, to provide assistance relating to any and all duties associated with memoranda of agreements with universities and the process of listing the Company as directed by the CEO. The MW Consultancy Agreement may be terminated by either party giving to the other not less than 2 weeks' written notice. The MW Consultancy Agreement may be terminated by the Company with immediate effect and with no liability to make any further payment (other than in respect of any accrued fees or expenses). Martin Charles Walton is not required to provide the services exclusively to the Company. This agreement was terminated with effect from 1 December 2017.

17.4 Strategic agreement between the Company and BioMotiv, LLC and subscription agreement between BioMotiv and Arix US dated 31 December 2015

The Company and BioMotiv entered into a strategic agreement and a subscription agreement dated 31 December 2015. Pursuant to the subscription agreement between BioMotiv and Arix US, Arix US acquired 2,500 Class A Units of BioMotiv for up to US\$25 million in aggregate of which Arix US paid US\$2.5 million. BioMotiv may draw down from the remaining \$22.5 million subscription price as required having demonstrated to Arix US and the Company a need for cash to support BioMotiv's operating expenses. If Arix US does not pay any drawdown, BioMotiv may reduce the Class A Units held by the Company proportionately to the unpaid amount. In addition, non-payment will constitute a default under the Strategic Agreement and may result in its termination unless remedied within 90 days from BioMotiv giving notice to require such remedy.

Pursuant to the strategic agreement, during its term, the Company is a partner to BioMotiv, with an exclusive right to invest in certain projects in which BioMotiv is involved. Accordingly, no third party shall receive more favourable information rights, advisory board rights and coinvestment rights. BioMotiv may grant co-investment rights to others pursuant to any Future Strategic Agreement approved by the Company.

17.5 Facility letter between the Company and HSBC Bank Plc ("HSBC") and charge dated 17 March 2016

The Company entered into a facility letter (including bank guarantees) with HSBC in relation to a total amount of \$261,658 for the purposes of providing the letter of credit to the landlord pursuant to the Lease (further details of which are set out in paragraph 10 of this "Part XIV – Additional Information"). The Company granted as security a charge over the cash deposits made by the Company to HSBC. Pursuant to the facility letter the Company undertook, amongst others, not to create any encumbrance over all of part of its assets or revenues. No amount has been drawn down by the Company under the facility agreement.

17.6 Engagement letters

On 23 November 2015, the Company entered into an engagement letter with WG Partners LLP ("WG Partners") to act as a placing agent for the Company in relation to a private placement, such engagement to terminate upon the full payment by the Company to WG Partners of the fees following the completion of such placing. The engagement letter was superseded by an engagement letter dated 18 April 2016, further amended on 7 June 2016 and on 18 January 2017. The Company agreed to pay WG Partners a commission of 0.6 per cent. of the aggregate gross proceeds of the placing at IPO. In addition, WG Partners would be eligible, at the Company's discretion, to receive a commission of up to 1.5 per cent. of the aggregate gross proceeds of the placing. WG Partners would also receive a commission of 4.5 per cent. on the gross proceeds of the placing resulting from investments made by certain third parties.

On 6 February 2018, the Company entered into an engagement letter with WG Partners to act as placing agent in connection with the Capital Raising (the "Engagement Letter"). The Company agreed to pay WG Partners, conditional upon Admission, a commission of £400,000 and at the Company's discretion, an incentive fee of up to 1.5 per cent. of the aggregate gross proceeds raised in respect of the proposed placing to be paid to each of WG Partners and the other Bookrunners in the proportions decided by the Company. The Engagement Letter will terminate on full payment of the fees under the Engagement Letter by the Company to WG Partners, following completion of the Capital Raising.

On 27 February 2018, the Company entered into an engagement letter with LifeSci Capital LLC ("LifeSci") to serve as a placing agent in the US in connection with the Capital Raising (the "LifeSci Engagement Letter"). The Company agreed to pay LifeSci, conditional on Admission, a commission fee of an amount equal to 5 per cent. of the aggregate fees that the Joint Bookrunners ultimately receive (excluding any corporate finance fees and any discretionary fees paid to them). In addition, the Company may in its entire discretion pay a discretionary fee to Life Sci of up to a further 5 per cent. (such amount to be determined by the Company) of the aggregate commission to be paid to the Joint Bookrunners (excluding any corporate finance fees and any discretionary fees paid to them). The fee payable to LifeSci will be in addition to the fees payable to the Joint Bookrunner and WG Partners. The LifeSci Engagement Letter will terminate upon the closing of the Capital Raising. Each party may terminate the LifeSci Engagement Letter at any time upon 10 days' written notice to the other party.

17.7 The IPO Placing Agreement

The Company entered into a placing agreement dated 2 February 2017 amongst the Company, the Directors, and Jefferies, pursuant to which, subject to certain conditions, Jefferies agreed to use reasonable endeavours to procure subscribers for Ordinary Shares (the "IPO Placing Agreement"). The IPO Placing Agreement contained, among other things, the following provisions:

• (a) The Company and the Directors gave certain customary representations, warranties and undertakings to Jefferies including, among others, warranties in relation to the information contained in this Prospectus and other documents prepared by the Company in connection with the IPO Offer and the Company. In addition, the Company agreed to indemnify Jefferies against certain liabilities, including in respect of the accuracy of information contained in the prospectus published in relation to the IPO, losses arising from a breach of the IPO Placing Agreement and certain other losses suffered or incurred in connection with the IPO Offer. The liability of the Company under the IPO Placing Agreement was unlimited as to time and amount. The liability of the Directors under the IPO Placing Agreement was limited as to time and amount, save that such limitations will not apply in relation to any claim arising from fraud or wilful default of the relevant Director.
• (b) The Company undertook not to issue (subject to certain exemptions) Ordinary Shares for a period of 180 days following the date of the IPO.

17.8 IPO Lock-up arrangements

Directors

Pursuant to the IPO Placing Agreement, each of the Directors agreed that they should not, without the prior written consent of Jefferies, offer, sell, contract to sell, pledge or otherwise dispose of any Ordinary Shares which they hold directly or indirectly in the Company for a period between the date of the IPO and 22 February 2018.

Shareholders

C Chipperton, Arig Risk Management JLT, Ectoplasm Limited, PAL Trustees Limited and the ESS Shareholders entered into lock-up arrangements pursuant to the terms of a Lock-Up Deed whereby they have agreed that they would not offer, sell, contract to sell, pledge or otherwise dispose of any of their interests for a period between the date of the IPO and 22 February 2018.

17.9 Registrar Agreement

The Company and the Registrar have entered into the Registrar Agreement dated 20 June 2016 pursuant to which the Registrar has agreed to act as registrar to the Company and to provide transfer agency services and certain other administrative services to the Company in relation to its business and affairs.

The Registrar is entitled to receive a fixed annual fee for the provision of its services under the Registrar Agreement. In addition to the annual fee, the Registrar is entitled to additional fees for certain additional services that the Registrar may be required to perform and to reimbursement for all out-of-pocket expenses incurred by it in the performance of its services.

The Registrar Agreement shall continue for an initial period of one year and thereafter unless and until terminated upon written notice by either party, by giving not less than twelve months' written notice. In addition, the agreement may be terminated with immediate effect if either party (i) commits a material breach of the agreement which has not been remedied within 60 days of a notice requesting the same; (ii) goes into liquidation (except voluntary) or becomes bankrupt or insolvent; or (iii) ceases to have the appropriate authorisations to permit it to perform its obligations under the Registrar Agreement.

The Company has agreed to indemnify the Registrar against any damages, losses, costs, claims or expenses incurred by the Registrar in connection with or arising out of the Registrar's performance of its obligations in accordance with the terms of the Registrar Agreement, save to the extent that the same arises from some act of fraud, negligence or wilful default on the part of the Registrar.

17.10 Strategic agreements with pharmaceutical companies

On 17 November 2016, the Company entered into a strategic alignment relationship letter agreement with UCB S.A. ("UCB"). Pursuant to the letter agreement the Company agreed to provide to UCB reasonable access to the Company's process of acquiring Group Businesses including observation of or participation in deal sourcing, deal screening, due diligence with a view to facilitate UCB's investment in such Group Businesses in therapeutic areas including fields of immunology, neurology and bone (the "Field of Interest"). UCB and the Company agreed to establish a joint advisory committee to facilitate such cooperation. The Company agreed that it would not enter into an agreement similar to the agreement with UCB with any other person whose field of strategic interest overlaps or coincides with the Field of Interest. UCB acknowledged that as a result of such cooperation it may obtain price sensitive information and therefore agreed that, for as long as it (or any of its subsidiaries) holds Ordinary Shares it would comply with the Company's share dealing code. The initial term of the letter agreement is three years (renewable annually thereafter) but it may be terminated by the Company, inter alia, upon a breach by UCB of certain regulatory matters or on 9 months' notice if UCB sells more than 25 per cent. of its initial shareholdings in the IPO.

On 27 February 2017, the Company entered into a strategic agreement with Takeda Ventures, Inc. ("Takeda"). Pursuant to this agreement, the Company agreed to support Takeda's venture investing activities by providing Takeda a broad access to the Company's deal flow, maintaining regular dialogue between the Group and Takeda and undertake to jointly and proactively identify areas and companies of strategic interest. In addition, ALS (or any other subsidiary which the Company may acquire) may provide additional sources of investment opportunities. The Company agreed to form a joint advisory committee with Takeda. In relation to matters referred to the joint advisory committee, Takeda has the right to conduct joint due diligence with the Company on specific projects of interest to Takeda and jointly create and incubate new companies. Takeda has identified the fields of oncology and GI as areas of particular strategic interest (the "Field of Interest") but has full access to any Group Businesses outside of its Field of Interest. Takeda acknowledged that as a result of such cooperation it may obtain price sensitive information and therefore agreed that, for the term of the strategic agreement it would comply with the Company's share dealing code. The initial term of the agreement is three years (renewable annually thereafter) but it may be terminated by the Company, inter alia, upon a breach by Takeda of certain regulatory matters, on 9 months' notice at will or on 3 months' notice following a sale by Takeda at any time to a third party of more than 25 per cent. of its initial shareholding of the Company's issued Ordinary Share capital.

On 18 January 2018, the Company entered into a strategic agreement with Fosun International Limited ("Fosun"). Pursuant to this agreement, a joint advisory committee will be established comprising of up to four appointees from each of Fosun and the Company. For any investments by the Company into any potential or existing Group Businesses where the Company is the leading or co-leading investor, the Company agrees to provide coinvestment rights to Fosun on the same terms as the Company, to the extent acceptable to the existing or proposed Group Business. In circumstances where the Company is not the leading or co-leading investor, the Company agrees to facilitate co-investments by Fosun on the same terms as the Company. The Company will:

• provide Fosun with reasonable access to its confidential sourcing and acquiring interest in companies;
• provide a reasonable level of support, non-remunerated, to Fosun in conducting joint due diligence on specific projects of interest to Fosun;
• facilitate Fosun's access to the entrepreneurs and senior management of its Group Businesses;
• provide reasonable access to its key professionals and scientific advisors; and
• facilitate liaisons and interactions for Fosun with those academic institutions and accelerators with which it has privileged relationships.

The Company and Fosun may cooperate to jointly create new companies to develop assets of mutual interest. The Company will also use its commercially reasonable endeavours on an exclusive basis to (i) make introductions between Fosun and its external contacts which it is aware may be seeking or in need of a distribution partner for China; and (ii) promote Fosun to relevant Group Businesses so that Fosun can promote its services as the potential exclusive partner for China in licensing, product co-development, joint ventures and distribution. In consideration of the Company's commitment, Fosun acknowledges the Company's interest in being shown medical pharma companies and assets which Fosun is aware of. The Company will procure that Arthurian Life Sciences Limited shall explore the possibility of the establishment of a China-focused biotechnology investment fund with Fosun. The initial term is three years (renewable annually thereafter) but it may be terminated by each party giving 9 months' written notice provided it may be terminated on 9 months' notice by the Company upon a breach by Fosun of certain regulatory matters, or on 3 months' notice following a sale by Fosun at any time of more than 25 per cent. of its initial shareholding in the Company's issued Ordinary Share capital.

On 20 February 2018, the Company entered into a strategic agreement with Ipsen Pharma SAS ("Ipsen"). Pursuant to this agreement, the Company and Ipsen agreed to establish a joint advisory committee comprising of up to four appointees from each of Ipsen and the Company. The Company will:

• provide Ipsen with reasonable access to its confidential process of sourcing and acquiring interests in companies;
• provide reasonable access to Ipsen to its key professionals and scientific advisors;
• facilitate liaisons and interactions for Ipsen with those academic institutions and accelerators with which it has privileged relationships; and
• facilitate Ipsen's access to the entrepreneurs and senior management of its Group Businesses.

The Company may provide reasonable support to Ipsen in conducting joint due diligence on specific projects of mutual interest. Ipsen may opt to share selected scientific information with the Company. Ipsen and the Company will cooperate to identify opportunities and jointly create new companies focused on rare diseases with the scientific approach and resources to be defined by the joint advisory committee. The Company acknowledges Ipsen's interest in being offered any investment opportunities pertaining to the Company's Group Businesses. The initial term is three years (renewable annually thereafter) but it may be terminated by each party giving 9 months' written notice provided it may be terminated on a 9 months' notice by the Company upon a breach of certain regulatory matters, or on 3 months' notice following a sale by Ipsen of more than 25 per cent. of its shareholding in the Company's ordinary share capital. The Company undertakes that, for the initial term, it will not be a party to strategic agreements with more than four pharmaceutical companies (including Ipsen) at any one time.

17.11 Receiving Agent Agreement

Pursuant to a receiving agent agreement dated 26 February 2018 between the Company and the Receiving Agent (the "Receiving Agent Agreement"), the Receiving Agent was appointed to provide receiving agent services to the Company in respect of the Capital Raising. Under the terms of the agreement, the Receiving Agent is entitled to a professional advisory fee plus a processing fee per application. The Receiving Agent will also be entitled to reimbursement of all out of pocket expenses properly incurred by it in connection with its duties. These fees will be for the account of the Company. The Receiving Agent Agreement also contains a provision whereby the Company indemnifies the Receiving Agent against any loss, liability or expense resulting from the Company's breach of the agreement or any third party claims in connection with the provision of the Receiving Agent's services under the agreement, save where due to fraud or wilful default on the part of the Receiving Agent. Subject to certain exclusions, including negligence and liability for fraud and any other liability that cannot be excluded by law, the maximum aggregate liability of the Receiving Agent and its affiliates, or its or their directors, officers, employees, or agents under the Receiving Agent Agreement. The Receiving Agent Agreement contains certain customary warranties, undertakings and indemnities by the Company in favour of the Receiving Agent. The Receiving Agent Agreement may be terminated by either party upon service of written notice to the other party in the event of a material breach or if a resolution is made for winding up, dissolution or administration of the other party.

17.12 The Placing Agreement

The Company has entered into a placing agreement dated 28 February 2018 amongst the Company and the Joint Bookrunners, pursuant to which, subject to certain conditions, the Joint Bookrunners agreed to use reasonable endeavours to procure subscribers for New Ordinary Shares (the "Placing Agreement"). The Placing Agreement contains, among other things, the following provisions:

The Company has given certain customary representations, warranties and undertakings to Joint Bookrunners including, among others, warranties in relation to the information contained in this Prospectus and other documents prepared by the Company in connection with the Capital Raising and the Company. In addition, the Company has agreed to indemnify the Joint Bookrunners against certain liabilities, including in respect of the accuracy of information contained in the prospectus published in relation to the Capital Raising, losses arising from a breach of the Placing Agreement and certain other losses suffered or incurred in connection with the Capital Raising. The liability of the Company under the Placing Agreement is unlimited as to time and amount.

The Company, subject to certain exceptions and conditions, has agreed to pay to the Joint Bookrunners a commission of up to £2 million based on gross proceeds of the Capital Raising of £100 million. This figure excludes a discretionary incentive fee of up to 1.5 per cent. of the amount equal to the Offer Price multiplied by the number of New Ordinary Shares to be issued pursuant to the Capital Raising to be paid to the Joint Bookrunners and WG Partners in such proportions as the Company may decide.

The Company has also agreed to pay Jefferies a corporate finance fee which is conditional on Admission.

The Joint Bookrunner have agreed to pay certain fees and commissions due to the Intermediaries Adviser and the Intermediaries in connection with the Placing and the Offer for Subscription.

17.13 Irrevocable undertaking to subscribe for New Ordinary Shares pursuant to the Firm Placing

On 7 February 2018 and on 19 February 2018 respectively, each of Fosun Industrial Holdings Limited ("Fosun") and Ipsen Pharma SAS ("Ipsen") agreed, pursuant to irrevocable undertakings, to subscribe for New Ordinary Shares in the Firm Placing for £25 million and £15 million respectively subject to the terms and conditions set out in this document. On 14 February 2018, UCB Ventures SA agreed, pursuant to an irrevocable undertaking, to subscribe for and purchase New Ordinary shares in the Firm Placing for an aggregate amount of £4 million subject to the terms and conditions set out in this document. On 20 February 2018, Takeda Ventures, Inc. agreed, pursuant to an irrevocable undertaking, to subscribe for and purchase New Ordinary Shares in the Firm Placing for an aggregate amount of £6 million subject to the terms and conditions of this document. On 26 February 2018, WIM Funds agreed, pursuant to irrevocable undertakings, to subscribe for New Ordinary Shares in the Firm Placing for an aggregate amount of £5 million.

17.14 Irrevocable undertakings to vote at General Meeting

The Directors, who in aggregate hold 4,035,285 Ordinary Shares (in the case of C Evans, excluding his Restricted Shares), representing approximately 4.2 per cent. of the existing issued ordinary share capital of the Company, have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting.

In addition, the following shareholders have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting:

• (i) LF Woodford Equity Income Fund, a sub fund of LF Woodford Investment Fund, and Woodford Patient Capital Trust PLC which hold in aggregate 29,538,005 Ordinary Shares representing approximately 30.7 per cent. of the Ordinary Shares;
• (ii) UCB Ventures S.A. which holds 3,869,902 Ordinary Shares representing approximately 4.0 per cent. of the Ordinary Shares;
• (iii) Takeda Ventures Inc. which holds 4,830,917 Ordinary Shares representing approximately 5.0 per cent. of the Ordinary Shares;
• (iv) C Chipperton who holds 7,452,306 Ordinary Shares (excluding his Restricted Shares) representing approximately 7.8 per cent. of the Ordinary Shares;
• (v) Richard Caring who holds 2,777,778 Ordinary Shares representing approximately 2.9 per cent. of the Ordinary Shares.

Arthurian Life Sciences Limited

17.15 ALS' non-executive directors' letters of appointment

Lord Hutton, Professor Marc Clement, Robert Arnold, Professor Trevor Jones and Sir John Banham were appointed as non-executive directors of ALS as from 1 July 2013 pursuant to letters of appointment the terms with an initial term of 2 years unless terminated earlier by either party giving to the other three months' prior written notice. The appointment required the director to attend 4 quarterly board meetings and to commit an average of 3 days per quarter of marketing to potential and existing investors, site visits to investee companies, deal flow analysis, or other consultancy. Professor Marc Clement and Robert Arnold were paid an annual fee of £20,000 payable quarterly in arrears whilst Lord Hutton, Professor Trevor Jones and Sir John Banham were paid £30,000 per annum. From the period 1 July 2013 to 30 June 2014, 50 per cent. of the annual fee was deferred and rolled up in the form of a loan, repayable in the following year when ALS was in the position of earning further fees from the additional £50 million to be raised.

All of the ALS non-executive directors have waived their rights to interest in the general partners' carried interest pursuant to a waiver letter dated January 2016.

The appointments of the ALS non-executive directors were terminated on 19 September 2017.

17.16 Consultancy agreement between Arthurian Life Sciences Limited and Martin Charles Walton ALS entered into a consultancy agreement on 8 February 2016 with Martin Charles Walton (the "MW ALS Consultancy Agreement") pursuant to which ALS agreed to pay a fee of £1,351 per day to Martin Charles Walton. Under the MW ALS Consultancy Agreement, the services to be provided by Martin Charles Walton included agreeing to use his best endeavours to promote the interests of ALS and its group companies, to be available for up to 2.5 days per week, to do any and all aspects of work needed. The MW ALS Consultancy Agreement may be terminated by either party giving to the other not less than 2 weeks' written notice. The MW ALS Consultancy Agreement may be terminated by ALS with immediate effect and with no liability to make any further payment (other than in respect of any accrued fees or expenses). Martin Charles Walton is not required to provide the services exclusively to ALS. This agreement was terminated with effect from 1 December 2017.

17.17 Management Agreement relating to the Wales Life Sciences Investment Fund, between The Wales Life Sciences Investment Fund L.P and Arthurian Life Sciences Limited, dated 28 February 2013 (the "Management Agreement")

Pursuant to the terms of the Management Agreement, WLSIF appointed ALS to be the manager of WLSIF with full power and authority (i) to act as manager of WLSIF, and (ii) as such manager, to manage WLSIF and all of the assets of the of WLSIF to the total exclusion of any other person.

ALS will use its best endeavours to raise an additional £50 million for investment in WLSIF or in a parallel fund having the same general partner and/or manager and substantially the same investment operational guidelines (including but not limited to the same geographical restrictions) as the WLSIF, and may be established on such terms as agreed by (i) ALS SPV (as the general partner), and (ii) Finance Wales Investments (9) Limited, by way of written consent.

As remuneration for acting as manager of WLSIF, ALS is entitled to be paid by ALS SPV such fee as may from time to time be agreed between ALS SPV and ALS. In addition, ALS and its associates are entitled to charge, accept and retain for their own account all transaction fees, monitoring fees and non-executive directors' fees.

ALS is entitled to be indemnified out of all of the assets of WLSIF against any liabilities, costs or expenses incurred in its capacity as the manager, provided that: (i) this indemnity shall not extend to any liability incurred other than in carrying out the powers and duties of ALS pursuant to the Management Agreement, and (ii) the manager shall not be so indemnified with respect to, amongst other things, its fraud, willful default, negligence, any material breach of the provisions of the Management Agreement, or any breach of the investment policy.

Termination of the Management Agreement (and the appointment of ALS as manager) shall terminate, inter alia, on the termination of WLSIF or upon ALS ceasing for any reason to be authorised under FSMA.

Arix Holdings

17.18 Memoranda of Agreements with Universities (the "University MOAs")

The key terms of the University MoAs (each referred to as an "MoA"), are set out below:

University of Dundee commencing on 19 April 2016 as amended and updated on 5 October 2016

• The term of the MoA is ten years from its date which may be extended by mutual written agreement. Either party may terminate the MoA upon a material breach of its terms by the other party which remains unremedied for a period of 30 days.

• The MoA is conditional on Arix Holdings obtaining the "Minimum Funding" (as defined below). Arix Holdings shall have a maximum of 6 months from the 19 April 2016 to raise funding in excess of £100 million ("Minimum Funding"). The university is not obliged to share any information with Arix Holdings until it receives written confirmation that the Minimum Funding has been obtained.

• On 5 October 2016, the parties agreed to extend the term of the agreement from 6 months to 12 months so that Arix Holdings had a maximum of 12 months to raise funding in excess of £100 million from its IPO, or IPO of its parent company.

• The university will share with Arix Holdings on a "first look/first investment offer" basis information pertaining to projects in all areas of life sciences and human health research, other than in relation to project information which has been created using third party charitable or corporate funding, is subject to third party contractual rights or is jointly owned with a collaborating party.
• In consideration for sharing information, and subject to opportunities being approved, Arix Holdings will allocate £25 million to the university to invest in life science and human health commercialisation opportunities. Arix Holdings also agreed to provide a dedicated relationship manager.
• Arix Holdings will have a right of first refusal to provide financing to and/or invest in opportunities shared by the university under the terms of the MoA within 40 days from having been notified of any such opportunity. After the expiry of the 40-day period the university shall be free to seek alternative sources of funding without further recourse to Arix Holdings.
• Arix Holdings will commit to underwrite the funding requirement to be met by the proposed CURE Fund, which is a drawdown fund of £35 million over 10 years (£3.5 million per annum), and provide assistance and expertise to raise further funding for the CURE Fund as may be required. Arix Holdings, as an investor in the CURE Fund will receive a maximum 80 per cent. share of the net exploitation benefits received by the university as a result of licensing and commercialisation deals set out under the CURE Fund cost models. In addition, Arix Holdings agreed to advise the university on the structuring of the CURE Fund, assisting in obtaining investment and procure that ALS would act as its regulated fund manager.
• The parties to the MOA acknowledge that the university has an agreement with Frontier IP plc pursuant to which Frontier IP has the first right to invest into the university spin-outs. The term of that agreement will expire on 3 November 2016, and the university agreed not to extend it beyond that date.

Exeter University dated 25 November 2015 (and amended on 10 May 2016)

• The term of the MoA is 15 years. The university may terminate the MoA on notice in the event that (amongst others) a listing of the Company's shares does not complete by 31 December 2016 or in completing, fails to raise a minimum of £100 million, an insolvency event occurs, Arix Holdings materially defaults in a material provision of the MoA which if capable of being remedied is left un-remedied for 3 months, the gross misconduct of Arix Holdings may in the opinion of the university cause reputational risk to it. The term of the MoA has been extended on 19 December 2016 so that it expires on the date falling 6 months after the date of admission to trading on any stock exchange and initial public offering by the Company, or a fundraising by private placing provided such fundraising occurs no later than 30 June 2017.
• Arix Holdings agrees to provide fast access to seed funding and growth capital and will provide access to its commercialisation, capital markets and scientific expertise of its team and support in the processes of trade sale or initial public offering. Subject to high quality businesses and other opportunities being approved, Arix Holdings will ring-fence £15 million of capital for investment in opportunities from the "identified portfolio" (being investment opportunities which arise from the university research projects, are approved by the university, in the opinion of the university, unencumbered and may be suitable for commercialisation and in which the university has a material and direct interest). Such capital could come from any funds available to Arix Holdings but it is intended that the balance sheet of Arix Bioscience will be the primary source.
• The university agrees to identify new technologies, intellectual property or other university investment opportunities which arise from its research projects which in the opinion of the university are unencumbered and may be suitable to take to commercialisation either as potential equity investments or proof of concept

opportunities in which the university has a material and direct interest in the commercialisation.

● The university agrees to grant Arix Holdings a 30-day exclusivity period in respect of each specific opportunity presented by it.

University Agreement with King's College, London dated 30 October 2015 as amended and restated on 29 June 2016

• The term of the MoA is 12 years. The university may terminate the MoA on notice in the event that (amongst others) a listing of the Company's shares does not complete by 31 December 2016 or in completing, fails to raise a minimum of £100 million, the value of capital available to the Group falls below £100 million, an insolvency event occurs, Arix Holdings materially defaults in a material provision of the MoA which if capable of being remedied is left un-remedied for 3 months, the gross misconduct of Arix Holdings may in the opinion of the university cause reputational risk to it.
• Arix Holdings agrees to provide fast access to seed funding and growth capital and will provide access to its commercialisation, capital markets and scientific expertise of its team and support in the processes of trade sale or initial public offering.
• The university agrees to identify new technologies, intellectual property or other university investment opportunities which arise from its research projects which in the opinion of the university are unencumbered and may be suitable to take to commercialisation either as potential equity investments or proof of concept opportunities in which the university has a material and direct interest in the commercialisation.
• The university agrees to share information in relation to opportunities through quarterly review meetings.
• The university agrees to grant Arix Holdings a 30 day exclusivity period in respect of each specific opportunity presented by it.
• Whilst the term of the MOA has expired, there are ongoing discussions to extend the term.

Liverpool School of Tropical Medicine ("LSTM") dated 5 May 2016

By a letter dated 5 May 2016, LSTM confirmed in writing their agreement to share with Arix Holdings on a "first look/first investment offer" basis information pertaining to projects within its intellectual property in all areas of life science and human health pipeline (in relation to unencumbered intellectual property). The MOA contains the following key terms:

• The term of the MoA is 15 years.
• The university will agree to share with Arix Holdings on a "first look/first investment offer" basis information pertaining to projects within its intellectual property pipeline in the following sectors: biotech, pharmaceuticals (including services) diagnostics, small molecules, biologics, medical technologies, healthcare tools and services, medical products and consumables, drug delivery, healthcare IT, digital health, e-health, gene therapy, orphan drugs, cell therapy, regenerative medicine and medical and pharma services. Information will be shared in quarterly review meetings or more frequently if so required.
• Arix Holdings will provide access to its commercialisation, capital markets and scientific expertise of its team and support in the processes of trade sale or initial public offering. In addition, Arix Holdings will nominate a specific relationship manager to the university.
• The university understands that Arix Holding's would be prepared to put up amounts in the region of £100,000-£500,000 for usually no less than 30-35 per cent. of proof of concept projects.

University of Liverpool dated 5 May 2016 and amended on 31 January 2018

By a letter dated 5 May 2016 as amended by a letter dated 31 January 2018, the university and Arix Holdings entered into a relationship to create a partnership for the further research, development and commercialisalisation of unencumbered therapeutic entities and unencumbered therapeutic technologies.

The key terms of the MoA are as follows:

• The term of the MoA is 3 years unless extended by mutual written agreement.
• The university will provide Arix Holdings with a "first look/first investment opportunity" access to unencumbered therapeutic projects in its pipeline of new technologies.
• The university will also provide Arix Holdings non-exclusive access, alongside other third parties with non-exclusive access, to unencumbered new technologies in other areas of life sciences and human health derived from the research at the university.
• Arix Holdings will provide written feedback on each project presented within 45 days. Any project not subject to a formal conditional offer of investment or funding from Arix Holdings or where an offer has been made and is "finally" rejected by the university, will no longer form part of the pipeline over which Arix Holdings has rights.
• Arix Holdings will provide an experienced Relationship Manager and this Relationship Manager will be the primary point of contact for the university.
• Arix Holdings has committed to make available funding to support projects which meet its investment criteria. Where financing occurs, Arix Holdings commits to lead the investment round, providing funding from its own balance sheet and from its network of co-investors.

University of Manchester (acting through UMI3, its innovation company) dated 14 August 2017 Arix Holdings entered into an MoA with the university of Manchester (through UM13) on 8 April 2016. This MoA was superseded by a non-binding MoA dated 14 August 2017 setting out the terms on which they will collaborate to arrange Arix Holdings' financing of selected projects generated by the University of Manchester (and/or UM13).

• The initial term of the MoA is between 1 March 2017 and 30 September 2018 after which it can be renewed by mutual agreement for further 12 month periods.
• The scope of the MoA includes intellectual property in the therapeutic and related bioscience field emanating from projects which are expected to be exploited by the formation of spin-out companies.
• Arix Holdings agreed to ring-fence (subject to entering into contract) £5 million for opportunities generated by the university and/or UM13 subject to such criteria as Arix Holdings may determine. Arix Holdings agrees that the university has a right to co-invest in any project funded by Arix Holdings, both directly and/or indirectly an amount up to 50 per cent. of the funding requirement of any such projects or spin-outs which fall under the scope of this MoA.
• The university acknowledges Arix Holdings as a recognised "preferred partner" of UM13 and will work with Arix Holdings to encourage access to its ring-fenced funding.

University of Technology Sydney dated 5 May 2016

• Subject to Arix Holdings raising in excess of £100 million funding, the university agrees to enter into an agreement with Arix Holdings to create opportunities for further research, development and commercialisation of projects in life science and human health derived from university research.
• The university will use reasonable endeavours to provide Arix Holdings with the right in respect of projects which the parties decide should be taken to commercialisation.
• The university can only commit to providing rights in respect of projects which include research, technology or other intellectual property which is unencumbered. The rights for each project are available to Arix Holdings for a period of 40 days, unless otherwise agreed.
• In addition, Arix Holdings will nominate a specific relationship manager to the university.
• Either party may terminate the MoA by notice to the other party if the other party breaches a provision of the MoA which is incapable of remedy, breaches a provision of

the MoA which is capable of remedy but fails to remedy the breach within 14 days of notice to do so or the possible termination is discussed at a performance review and a party provides notice of termination within one month of such review.

• The university may terminate the MoA if Arix Holdings fails to: conduct a genuine appraisal of presented projects and communicate that appraisal to the university in respect of more than 20 per cent. of such projects in any calendar year; or raise more than £100 million or if the listing of the Company's shares has not occurred by 31 October 2016.
• Either party may terminate the agreement if the other suffers an insolvency event.
• The term of the MoA was extended on 11 January 2017 so that it expires on the date falling six months after the date of admission on any stock exchange and initial public offering by the Company, or a fundraising by private placing provided such fundraising occurs no later than 30 June 2017.

17.19 Partnership agreement between Arix Holdings and Lead Discovery Centre GmbH dated 30 October 2015 as amended and re-stated on 1 May 2016 (the "Partnership Agreement")

• The term of the Partnership Agreement is 5 years from its date which may be extended by 5 years by mutual agreement.
• Arix Holdings has no rights of title or ownership in any of the research-derived intellectual property generated by or on behalf of Lead Discovery Center GmbH ("LDC") and will have no rights to make any equity participation in any spin-out opportunities or businesses, save for those in which an equity or similar investment based on LDC projects is made.
• Arix Holdings agrees to provide access to its commercialisation, capital markets and scientific expertise including access to its investment team at quarterly review meetings, access to its board of directors, rapid commercial evaluation of opportunities and support in the processes of commercialisation, sales, partnerships, licensing and exit through trade sale or IPO.
• LDC agrees to share with Arix Holdings on a "first look" basis information on its unencumbered project portfolio or its pipeline projects, ascertain with Arix Bioscience which projects demonstrate potential for commercialisation, what the need for funding is and how best to develop the projects.
• Arix Holdings will be charged EUR 25,000 per annum on an annual basis as a scouting fee. The fee will be refunded after the first successfully funded project in that respective year.
• Conditional on the satisfaction of certain criteria by each of Arix Holdings and LDC, Arix Holdings commits to make EUR 30 million available to fund opportunities from LDC during the term of the Partnership Agreement, with approximately 30 per cent. of that amount to be reserved for early stage funding to be deployed at qualified hit stage.
• It is expected that Arix Holdings will finance at least 6 projects during the term of the Partnership Agreement and that funding requirements per project are expected to range from approximately EUR 5 million for early stage projects and EUR 3 million for later stage projects, whereas the individual project budget will be determined by a mutually agreed development plan.
• The Partnership Agreement may be terminated by either party if within 12 months, no project has been funded with at least EUR 2 million, or within 24 months less than in total EUR 6 million has been invested by Arix Holdings.
• LDC agrees that at the first commercial equity funding round of such a specific opportunity based on a funded LDC project, where that opportunity is being considered for equity investment by another commercialisation partner under an existing agreement, to allow Arix Holdings to subscribe for a minimum of 25 per cent. of the equity in the company offered in that round on the same terms. If the commercialisation partner does invest, Arix Bioscience shall be restricted to holding no more than 50 per cent. of the equity in the company.

17.20 Relationship agreement between, amongst others, Arix Holdings, ALS SPV and Verona dated 29 June 2016 (the "Verona Relationship Agreement")

The Verona Relationship Agreement, conditional on Verona Admission was entered into by the parties to regulate the relationship between them and to ensure that (i) all transactions, agreements, relationships and arrangements entered into between the Company and its associates, ALS SPV and its associates and Verona's group of companies will only be made on an arm's length basis and on normal commercial terms, and (ii) with effect from Verona Admission, Verona will be capable at all times of carrying on its business independently of the Company and its associates and ALS SPV and its associates. Certain other specific matters are set out in the Verona Relationship Agreement, including the right of Company and ALS SPV to appoint a non-executive director to the board of Verona subject to holding a number of ordinary shares equal to the lesser of (i) 6.5 per cent. of the issued share capital of Verona, and (ii) 60 per cent. of (a) the number of ordinary shares held by the shareholders on admission plus (b) the number of shares required to be purchased further to an IPO in the US and to terminate the appointment of such a director (subject to the consent of Verona).

The obligations and restrictions of the Company and ALS SPV pursuant to the Verona Relationship Agreement will continue in full force and effect in relation to the Company and ALS SPV for so long as any of the Company or ALS SPV (or their associates), whether individually or collectively, is a "Controlling Shareholder" (as defined in the Verona Relationship Agreement as any person who is entitled to exercise, or control the exercise of, 6.5 per cent. of the issued share capital of Verona). The Verona Relationship Agreement was terminated pursuant to a deed of termination dated 27 January 2017.

17.21 Facility Agreement dated 30 October 2017 between Arix Holdings, as lender and Simbec-Orion Group Limited, as borrower and Simbec Research Limited and Orion Clinical Services Limited

On 30 October 2017 Arix Holdings entered into a facility agreement with Simbec-Orion Group Limited ("Simbec") and two of its wholly-owned subsidiary companies; Simbec Research Limited and Orion Clinical Services Limited (the "Simbec Facility"). Simbec is an investee company of WLSIF. Pursuant to the Simbec Facility, Arix Holdings granted a secured term loan facility of a total principal amount of £2 million (the "Loan Amount") to Simbec for general working capital purposes, the entire amount of which was drawn down on 9 October 2017. The key terms of the Simbec Facility are as follows:

• Interest is payable on the Loan Amount at the rate of 8 per cent. per annum and at a rate of 10 per cent. as a default interest in relation to any amount which is not paid on its due date.
• The Loan Amount (together with accrued interest is repayable on 9 October 2018, being the first anniversary of the date on which the Loan Amount was drawn.
• Simbec may repay part or all of the Loan Amount (with all accrued interest thereon) at any time on written notice to Arix Holdings without occurring any early repayment penalty.
• On change of control of Simbec (which includes the transfer of ordinary shares representing 25 per cent. or more of Simbec's issued ordinary share capital without Arix Holding's prior consent), Arix Holdings may declare the outstanding Loan Amount (with interest) immediately due and repayable.
• Simbec has given the usual warranties and representations including in relation to its corporate status, authority to enter into the Simbec Facility, financial statements, no material adverse change, no litigation, ownership of assets and indebtedness status.
• The Simbec Facility also contains continuing obligations on part of Simbec typical for such term facility agreement, including amongst others, negative pledges in relation to disposals and grant of charges and securities, borrowings, compliance with law, provision of financial information and accounting practices.
• The Loan Amount becomes immediately due and repayable on the occurrence of an event of default on the part of Simbec. Events of Default includes such events as are usual in facility agreements of this type, amongst others, non-compliance with the terms of the Simbec Facility (and any related finance documents), non-payment, breach of warranties, insolvency, material adverse change and illegality.

17.22 Warrant Instrument of Simbec dated 30 October 2017

In addition to the Simbec Facility, pursuant to the warrant instrument created on 30 October 2017, Simbec granted to Arix Holdings warrants to subscribe for up to 40 A Ordinary Shares of £0.01 each (the "Warrant Shares") in the capital of Simbec (the "Simbec Warrants"). The Simbec Warrants are freely transferable following a consultation with Simbec prior to the transfer.

The Simbec Warrants may be exercised at any time during the period between 30 October 2017 and the date of a "realisation event" conditional upon the occurrence of such realisation event. "Realisation events" are the entry into a legally binding agreement to give effect to a sale of Simbec's entire issued share capital or the whole of its business at a price equal to or more than £23 million or the admission of Simbec's shares to trading to an investment exchange. Arix Holdings may only exercise its right to subscribe for up to 20 Warrant Shares if the price payable pursuant to the relevant "realisation event" (with the exception of the admission to trading to an investment exchange) is less than £37.3 million.

The subscription price for the Warrant Shares pursuant to the Simbec Warrants is £0.01 per Warrant Share (being the nominal value of the A Ordinary Shares).

The subscription rights under the Simbec Warrants shall lapse from the earlier of the date 25 years after 30 October 2017 and the occurrence of a "realisation event".

The subscription rights under Simbec Warrants are subject to adjustments on issue of equity securities by Simbec as well as anti-dilution protection if Simbec issues new securities at a price which values Simbec at less than £23 million.

17.23 Guarantee and debenture dated 30 October 2017 between Arix Holdings, Simbec-Orion Group Limited, Simbec Research Limited and Orion Clinical Services Limited

On 30 October, Arix Holdings (as security trustee), Simbec, Simbec Research Limited and Orion Clinical Services Limited (together as "Chargors") entered into a guarantee and debenture in relation to the Simbec Facility (the "Simbec Debenture").

Pursuant to the Simbec Debenture, the Chargors agreed to discharge and guarantee all liabilities under the Simbec Facility to Arix Holdings on demand. Each of the Chargor also charges to Arix Holdings (i) by way a legal mortgage to all of their properties; (ii) by way of a fixed charge all of its assets (including goodwill, intellectual property, equipment, book debts, investments and all monies; and (iii) by way of a floating charge all of its undertakings, property, assets and rights. The charges granted under the Simbec Debenture shall crystallise on any of the Chargors creating any other security, on the occurrence of an event of default under the Simbec Facility or any insolvency or winding-up event.

17.24 Intercreditor Agreement dated 30 October 2017 between Arix Holdings, HSBC Bank Plc, Simbec-Orion Group Limited, Simbec Research Limited and Orion Clinical Services Limited

On 30 October 2017, Arix Holdings entered into an amended and restated intercreditor agreement with HSBC Bank Plc, Simbec-Orion Group Limited, Simbec Research Limited and Orion Clinical Services Limited in relation to the Simbec Facility and the Simbec Debenture (the "Intercreditor Agreement"). Pursuant to the Intercreditor Agreement Arix Holdings agreed that the securities and charges granted by Simbec (or any of its group companies) to HSBC Bank plc shall rank in priority to the Simbec Debenture and that the Simbec Debenture shall rank in priority before any other securities or charges granted by Simbec to any other persons including those granted as security for a loan in the amount of £750,000 by WLSIF and the convertible loan notes issued by Simbec in the amount of £8 million to WLSIF in 2014.

18. INCENTIVE SCHEMES

The Company's aim is to attract, retain and motivate the best talent to help ensure continued growth and success as it enters its next stage of its development operating in a listed company environment.

The remuneration policy aims to align the interests of the Directors, senior executives and employees to the long-term interests of shareholders and aims to support a high performance culture with appropriate reward for superior performance, without creating incentives that will encourage excessive risk taking or unsustainable Company performance.

Overall remuneration levels have been set at a level that are considered by the Remuneration Committee to be appropriate for the size and nature of the business (subject to taking independent advice where necessary) in order to ensure that the policies and remuneration structure is appropriate for the listed company environment.

To support this aim, the Company adopted the Executive Share Option Plan and the Employee Share Plans, the latter consisting of two discretionary executive share plans: the Arix Bioscience plc Annual and Deferred Bonus Plan (the "ABP") and the Arix Bioscience plc Executive Incentive Plan (the "EIP"). In addition, the Company has in place the Founders' Incentive Arrangement. The Employee Share Plans have been developed in line with listed company corporate governance best practice. The ABP and EIP are described in this paragraph 18 below. No further awards following the IPO on 22 February 2017 will be made under the Founders' Incentive Arrangement or the Executive Share Option Plan, which were adopted prior to Admission, and are described in paragraphs 18.1 and 18.2 below.

The Remuneration Committee will review annually the remuneration arrangements for the Executive Directors and key senior executives drawing on trends and adjustments made to all employees across the Group and taking into consideration:

• business strategy over the period;
• overall corporate performance;
• market conditions affecting the Company;
• the recruitment market;
• changing practice in the market where the Company compete for talent; and
• changing views of institutional shareholders and their representative bodies.

The details of the Group's Executive Director remuneration arrangements, including the operation of the Group's incentive plans and payments made under them, will be set out each year in a remuneration report contained in the Group's annual report.

18.1 Founders' Incentive Arrangement

The Company has agreed to release the Founders from their undertakings pursuant to the Restrictive Share Agreement in relation to such number of their Restricted Shares as represents in aggregate 5 per cent. of the Company's Ordinary Share capital on the IPO on 22 February 2017 as Incentive Shares in four equal tranches (as set out in the table below) subject to the terms and conditions set out in the Restrictive Share Agreement relating to the Founders Incentive Arrangement. The release of the Incentive Shares is conditional, to the extent that a Founder (or its beneficial owner) is an employee or a director of the Company, that such Founder remains an employee or a director of the Company at the date upon which the incentive shares are eligible for release. If the relevant Founder ceases to be an employee, director or a consultant of any Group Company for reasons of death, ill-health, redundancy, retirement, the sale of the relevant Group Company to a third party or any other reasons (other than for fault), the number of Restricted Shares to be released as Incentive Shares shall be the total number of his incentive shares. If the engagement of the relevant Founder with the group ceases for reasons of fault, the number of Restricted Shares to be released as Incentive Shares shall be limited to the number which were due to be released at the time of the cessation of the Founder's engagement with the Group.

In consideration for the release from their respective undertakings in relation to the Incentive Shares, the Founders shall pay £1.80 per Incentive Share to the Company.

Any Restricted Shares which have not been released as Incentive Shares may at the request of the Founders be released on a change of control event if so requested within 20 days thereafter. Any Incentive Shares in relation to which the Founders have elected not to pay the consideration by the tenth anniversary of the date of the IPO on 22 February 2017 will be re-designated as Deferred Shares on that date.

No further awards following Admission will be made under the Founders' Incentive Arrangement.

The table below sets out the number of Incentive Shares which are to be released to each of the Founders:

	Number of Incentive Shares* to be released to
Date of release	C Evans	C Chipperton	Ectoplasm
8 February 2017	127,014	508,058	635,073
8 February 2018	127,015	508,508	635,073
8 February 2019	127,014	508,058	635,073
8 February 2020	127,015	508,058	635,073

*The table sets out the number of Incentive Shares which may be released as required by the Founders upon payment of £1.80 per Incentive Share.

18.2 Executive Share Option Plan

On 4 February 2016 the Board adopted the Executive Share Option Plan. The key terms of the Executive Share Option Plan are as follows:

• Options may be granted by the Board to eligible employees being an employee of any Group Company at the time of the grant of the option.
• The Board will determine at the time of the grant of the option the number of Ordinary Shares over which the option is granted, the exercise price of the option, the date after which the option may be exercised, any performance targets or other conditions applicable to the options and whether the options are subject to claw-back.
• An option will lapse following the option holder ceasing to be an eligible employee.
• An option will vest in full in certain circumstances including on a change of control, re-organisation affecting all the ordinary share capital, on a scheme of arrangement, and a voluntary winding-up of the Company.
• The Board may, at the time when an option becomes exercisable reduce the number of Ordinary Shares subject to an option in the following circumstances:
• (i) discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts;
• (ii) the assessment of any performance target or condition in respect of an option was based on error or inaccurate or misleading information;
• (iii) the discovery that any information used to determine the number of shares subject to an option was subject to an option was based on error or inaccurate or misleading information;
• (iv) action or conduct of an option holder which amounts to fraud or gross misconduct; or
• (v) events or behaviour of an option holder have led to the censure of a group member by a regulatory authority.

No options may be granted under the Executive Share Option Plan following the IPO on 22 February 2017.

As at the Latest Practicable Date, options were granted pursuant to the Executive Share Option Plan to Jonathan Peacock and Joseph Anderson, terms of each of which are set out below.

Jonathan Peacock's option certificates

Options were granted to Jonathan Peacock subject to the rules of the Executive Share Option Plan:

• on 8 February 2016 (the "First Option"), in relation to such number of Ordinary Shares as representing 2.25 per cent. of the fully diluted ordinary share capital of the Company immediately following the IPO; and
• on 7 June 2016 (the "Second Option"), in relation to such number of Ordinary Shares as representing 0.19 per cent. of the fully diluted ordinary share capital of the Company immediately following the IPO,

(the First Option and the Second Option together referred to as the "Options").

The Options are in relation to an aggregate 2,484,250 Ordinary Shares. One quarter of the Options in relation to 621,062 Ordinary Shares vested on 8 February 2017 and the remaining Options will vest in three equal proportions on 8 February of 2018, 2019 and 2020. The Options will also vest and become exercisable in the following circumstances:

• on a change of control of the Company;
• on cessation of employment where the proportion of the Options which has not at that time vested will become exercisable according to whether the optionholder is a "good leaver" or a "bad leaver". For the purpose of this provision the optionholder will be a "good leaver" if:
• his employment cease by reasons of death, ill-health, redundancy, retirement (evidenced as required by the Company),
• the sale of the business unit or Group Company for which the optionholder works to a third party; or
• any other reason except where the optionholder gives notice of termination or is dismissed for cause.

The First Option may not be exercised after the tenth anniversary of the date of grant, being 8 February 2026. The Second Option may not be exercised after the tenth anniversary of the date of grant, being 7 June 2026. The Options will lapse on the tenth anniversary of the date of grant if they have not lapsed or have not been exercised in full before then.

The exercise price payable per Ordinary Share on the exercise of the Options is £1.80.

The exercise of the Options is subject to the following conditions (and the rules of the Executive Share Option Plan are amended accordingly):

• The Company may impose malus before the relevant vesting of the Options which would reduce the number of Ordinary Shares subject to the Options (including to nil) as the Company in its discretion considers to be fair and reasonable if:
• any information used to determine the number of Options vesting was based on error, was inaccurate or misleading;
• there has been an action of conduct of the optionholder which amounts to gross misconduct; or
• events or the behaviour of the optionholder led to the censure of a Group Company by a regulatory authority or have had a significant detrimental impact of the reputation of the Group which is attributable to the optionholder.
• The rule relating to claw-back in the Executive Share Option Plan does not apply to the Options.

Joseph Anderson's option certificates

Options were granted to Joseph Anderson subject to the rules of the Executive Share Option Plan:

– on 8 February 2016 (the "First Option"), in relation to such number of Ordinary Shares as representing 2.75 per cent. of the fully diluted ordinary share capital of the Company immediately following the IPO; and

– on 7 June 2016 (the "Second Option"), in relation to such number of Ordinary Shares as representing 0.24 per cent. of the fully diluted ordinary share capital of the Company immediately following the IPO,

(the First Option and the Second Option together referred to as the Options).

The Options are in relation to an aggregate 3,036,309 Ordinary Shares. One quarter of the Options in relation to 759,077 Ordinary Shares vested on 8 February 2017 and the remaining Options will vest in in three equal proportions on 8 February of 2018, 2019 and 2020. The First Option may not be exercised after the tenth anniversary of the date of grant, being 8 February 2026. The Second Option may not be exercised after the tenth anniversary of the date of grant, being 7 June 2026. The Options will lapse on the tenth anniversary of the date of grant if they have not lapsed or have not been exercised in full before then.

The exercise price payable per Ordinary Share on the exercise of the Options is £1.80.

The Options granted to Joseph Anderson otherwise are subject to the same terms as Jonathan Peacock's Options as described above.

18.3 Employee Share Plans

A reference in this section to the Board includes any designated committee of the Board. The principal features of the Employee Share Plans are as follows:

18.3.1The Annual and Deferred Bonus Plan ("ABP")

The ABP was adopted by the Board on 6 September 2016 and approved by Shareholders on 19 September 2016 by written resolution. The ABP incorporates the Company's executive bonus scheme as well as a mechanism for the deferral of bonus into awards over Ordinary Shares.

The ABP is both a cash bonus plan and a discretionary executive share plan under which a proportion of a participant's bonus may be deferred into an award over Ordinary Shares. Under the ABP, the Board may, within certain limits, grant to eligible employees deferred awards over Ordinary Shares taking the form of (i) nil cost options over Ordinary Shares ("ABP Options") and/or (ii) conditional awards (i.e. a conditional right to acquire Ordinary Shares) ("ABP Conditional Awards") and/or (iii) Ordinary Shares which are subject to restrictions and the risk of forfeiture ("ABP Restricted Shares" and, together with ABP Options and ABP Conditional Awards, "ABP Awards"). No payment is required for the grant of an ABP Award.

All employees (including Executive Directors) of the Group are eligible for selection to participate in the ABP at the discretion of the Board.

Employees selected to participate in the ABP for a financial year of the Company will be eligible to receive an annual bonus subject to satisfying performance conditions and targets set for that financial year. The Board may determine that a proportion of a participant's annual bonus will be deferred into an ABP Award. The maximum bonus (including any part of the bonus deferred into an ABP Award) deliverable under the ABP will be 100 per cent. of a participant's annual base salary. The Board will determine the bonus to be delivered following the end of the relevant financial year.

Except in certain circumstances, an ABP participant who ceases to be employed by or hold office with the Group before the bonus determination is made will cease to be eligible to receive a bonus. However, if a participant so ceases before the end of the financial year to which the bonus relates because of his ill-health, injury, disability, redundancy, retirement with the agreement of his employer, the participant being employed by a company which ceases to be a Group company or being employed in an undertaking which is transferred to a person who is not a Group company or in other circumstances at the discretion of the Board (each an "ABP Good Leaver Reason"), or if he so ceases after the financial year but before the bonus determination date for any reason other than gross misconduct, he will remain eligible for a bonus at the discretion of the Board. The performance conditions and targets will be considered and the bonus will be deliverable in the same way and at the same time as if the individual had not ceased to be employed or hold office with the Group, unless the Board otherwise decides, although the value of the bonus will be prorated to reflect the reduced period of time between the start of the financial year and the participant's cessation of employment as a proportion of that financial year.

In addition, in the event that a corporate event occurs as described below, a participant will be eligible to receive a bonus as soon as practicable after the relevant event, the amount of which shall be determined by the Board taking into account the performance conditions and targets. The value of the bonus will be prorated to reflect the reduced period of time between the start of the financial year and the relevant corporate event as a proportion of the relevant financial year unless the Board otherwise decides.

The Board may determine that a proportion of a participant's annual bonus will be deferred into an ABP Award.

There is a maximum limit on the market value of Ordinary Shares granted to any employee under an ABP Award of up to 50 per cent. of the total annual bonus for that individual. ABP Awards may be granted during the 42 days beginning on: (i) the IPO; (ii) the day after the announcement of the Company's results for any period; (iii) any day on which the Board determines that circumstances are sufficiently exceptional to justify the making of the ABP Award at that time; or (iv) the day after the lifting of any dealing restrictions.

However, no ABP Awards may be granted more than 10 years from the date when the ABP was adopted.

At its discretion, the Board may grant ABP Awards subject to a holding period of a maximum of up to two years following vesting.

The Board may decide (a) at the time of payment of a cash bonus or at any time before to reduce the amount of the bonus (including to nil) and/or (b) at the vesting of ABP Award or any time before, that the number of Ordinary Shares subject to an ABP Award shall be reduced (including to nil) on such basis that the Board in its discretion considers to be fair and reasonable in the following circumstances:

• discovery of a material misstatement resulting in an adjustment in the audited accounts of the Group or any Group company;
• the assessment of any performance condition or condition in respect of a bonus or an ABP Award was based on error, or inaccurate or misleading information;
• the discovery that any information used to determine the bonus or number of Ordinary Shares subject to an ABP Award was based on error, or inaccurate or misleading information;
• action or conduct of a participant which amounts to fraud or gross misconduct; or
• events or the behaviour of a participant have led to the censure of a Group company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group company provided that the Board is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him.

ABP Awards will normally vest on the third anniversary of the date of grant of the ABP Award to the extent permitted following any operation of malus or clawback. ABP Options will normally remain exercisable for a period determined by the Board at grant which shall not exceed 10 years from the date of grant.

The Board may apply clawback to all or part of a participant's cash bonus and/or ABP Award in substantially the same circumstances as apply to malus (as described above) during the period of three years following the determination of the relevant bonus. Clawback may be effected, among other means, by requiring the transfer of Ordinary Shares, payment of cash or reduction of awards or bonuses.

Except in certain circumstances, set out below, an ABP Award will lapse immediately upon a participant ceasing to be employed by or holding office with the Group.

If a participant ceases to be a Group employee or director because of an ABP Good Leaver Reason, his ABP Award will ordinarily vest on the date when it would have vested if he had not so ceased to be a Group employee or director, subject to the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be pro rated to reflect the reduced period of time between grant and the participant's cessation of employment as a proportion of the normal vesting period.

If a participant ceases to be a Group employee or director for an ABP Good Leaver Reason, the Board can alternatively decide that his ABP Award will vest early when he leaves. If an employee dies, a proportion of his ABP Award will vest on the date of his death. The extent to which an ABP Award will vest in these situations will be determined by the Board at its absolute discretion taking into account, among other factors, the period of time the ABP Award has been held and the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be prorated to reflect the reduced period of time between grant and the participant's cessation of employment as a proportion of the normal vesting period.

To the extent that ABP Options vest for an ABP Good Leaver Reason, they may be exercised for a period of 6 months following vesting (or such longer period as the Board determines) and will otherwise lapse at the end of that period. To the extent that ABP Options vest following death of a participant, they may be exercised for a period of 12 months following death and will otherwise lapse at the end of that period.

In the event of a takeover, scheme of arrangement or winding-up of the Company, the ABP Awards will vest early. The proportion of the ABP Awards which vest shall be determined by the Board taking into account, among other factors, the period of time the ABP Award has been held by the participant.

To the extent that ABP Options vest in the event of a takeover, scheme of arrangement or winding-up of the Company they may be exercised for a period of 6 months measured from the relevant event (or in the case of takeover such longer period as the Board determines) and will otherwise lapse at the end of that period.

In the event of a demerger, distribution or any other corporate event, the Board may determine that ABP Awards shall vest. The proportion of the ABP Awards which vest shall be determined by the Board taking into account, among other factors, the period of time the ABP Award has been held by the participant. ABP Options that vest in these circumstances may be exercised during such period as the Board determines and will otherwise lapse at the end of that period.

18.3.2The Executive Incentive Plan ("EIP")

The EIP was adopted by the Board on 6 September 2016 and approved by Shareholders on 19 September 2016 by written resolution.

The EIP is a discretionary executive share plan. Under the EIP, the Board may, within certain limits and subject to any applicable performance conditions, grant to eligible employees (i) nil cost options over Ordinary Shares ("EIP Options") and/or (ii) conditional awards (i.e. a conditional right to acquire Ordinary Shares) ("EIP Conditional Awards") and/or (iii) Ordinary Shares which are subject to restrictions and the risk of forfeiture ("EIP Restricted Shares", and together with EIP Options and EIP Conditional Awards, "EIP Awards").

All employees (including Executive Directors) of the Group are eligible for selection to participate in the EIP at the discretion of the Board.

The Board may grant EIP Awards over Ordinary Shares to eligible employees with a maximum total market value in any financial year of up to 225 per cent. of the relevant individual's annual base salary or up to 300 per cent. of the relevant individual's annual base salary in circumstances the Board considers to be exceptional. However, EIP Awards granted to any eligible employees on IPO fall outside these limits.

At its discretion, the Board may grant EIP Awards subject to a holding period of a maximum of two years following vesting.

The Board will impose performance conditions on the vesting of EIP Awards unless it determines otherwise for reasons such as recruitment. The performance conditions attaching to EIP Awards will be based on the achievement of stretching total shareholder return or corporate financial targets which support the Company's business strategy. The underlying measurement period for such conditions will be up to five years.

Any performance conditions applying to EIP Awards may be varied, substituted or waived if the Board considers it appropriate, provided the Board considers that the new performance conditions are reasonable and are not materially less difficult to satisfy than the original conditions (except in the case of waiver).

The Board may also impose other conditions on the vesting of EIP Awards.

The Board may decide, at the vesting of EIP Awards or at any time before, that the number of Ordinary Shares subject to an EIP Award shall be reduced (including to nil) on such basis that the Board in its discretion considers to be fair and reasonable in the following circumstances:

• discovery of a material misstatement resulting an adjustment in the audited accounts of the Group or any Group company;
• the assessment of any performance condition or condition in respect of an EIP Award was based on error, or inaccurate or misleading information;
• the discovery that any information used to determine the number of Ordinary Shares subject to an EIP Award was based on error, or inaccurate or misleading information;
• action or conduct of a participant which amounts to fraud or gross misconduct; or
• events or the behaviour of a participant have led to the censure of a Group company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group company provided that the Board is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him.

EIP Awards will normally vest, and EIP Options will normally become exercisable, to the extent that any applicable performance conditions have been satisfied and to the extent permitted following any operation of malus or clawback. EIP Options will normally remain exercisable for a period determined by the Board at grant. Options may not be granted after the 10th anniversary of adoption of the EIP.

The Board may apply clawback to all or part of a participant's EIP Award in substantially the same circumstances as apply to malus (as described above) during the period of two years following the vesting of an Award. Clawback may be effected, among other means, by requiring the transfer of Ordinary Shares, payment of cash or reduction of awards.

Except in certain circumstances, set out below, an EIP Award will lapse immediately upon a participant ceasing to be employed by or holding office with the Group.

However, if a participant ceases to be an employee because of his ill-health, injury, disability, redundancy, retirement with the agreement of his employer, the participant being employed by a company which ceases to be a Group Company or being employed in an undertaking which is transferred to a person who is not a Group Company or in other circumstances at the discretion of the Board (each an "EIP Good Leaver Reason"), his EIP Award will ordinarily vest on the date when it would have vested if he had not so ceased to be a Group employee or director, subject to the satisfaction of any applicable performance conditions measured over the original performance period and the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be pro rated to reflect the reduced period of time between grant and the participant's cessation of employment as a proportion of the normal vesting period.

If a participant ceases to be a Group employee or director for an EIP Good Leaver Reason, the Board can alternatively decide that his EIP Award will vest early when he leaves. If a participant dies, a proportion of his EIP Award will normally vest on the date of his death. The extent to which an EIP Award will vest in these situations will be determined by the Board at its absolute discretion taking into account, among other factors, the period of time the EIP Award has been held and the extent to which any applicable performance conditions have been satisfied at the date of cessation of employment and the operation of malus or clawback. In addition, unless the Board decides otherwise, vesting will be pro-rated to reflect the reduced period of time between grant and the participant's cessation of employment as a proportion of the normal vesting period.

To the extent that EIP Options vest for an EIP Good Leaver Reason, they may be exercised for a period of 6 months following vesting (or such longer period as the Board determines) and will otherwise lapse at the end of that period. To the extent that EIP Options vest following death of a participant, they may normally be exercised for a period of 12 months following death and will otherwise lapse at the end of that period.

In the event of a takeover, scheme of arrangement, or winding-up of the Company, the EIP Awards will vest early. The proportion of the EIP Awards which vest shall be determined by the Board taking into account, among other factors, the period of time the EIP Award has been held by the participant and the extent to which any applicable performance conditions have been satisfied at that time.

To the extent that EIP Options vest in the event of a takeover, scheme of arrangement, or winding-up of the Company they may be exercised for a period of six months measured from the relevant event (or in the case of takeover such longer period as the Board determines) and will otherwise lapse at the end of that period.

In the event of a demerger, distribution or any other corporate event, the Board may determine that EIP Awards shall vest. The proportion of the EIP Awards which vest shall be determined by the Board taking into account, among other factors, the period of time the EIP Award has been held by the participant and the extent to which any applicable performance conditions have been satisfied at that time. EIP Options that vest in these circumstances may be exercised during such period as the Board determines and will otherwise lapse at the end of that period.

18.3.3 Provisions applying to both Employee Share Plans

Awards granted under the Employee Share Plans are not transferable other than to the participant's personal representatives in the event of his death provided that awards and Ordinary Shares may be held by the trustees of an employee as nominee for the participants.

The Employee Share Plans may operate over new issue Ordinary Shares, treasury Ordinary Shares or Ordinary Shares purchased in the market. The rules of each of the Discretionary Plans provide that, in any period of 10 calendar years, not more than 5 per cent. of the Company's issued ordinary share capital may be issued under the relevant plan and under any other employees' share scheme operated by the Company. Ordinary Shares issued out of treasury under the relevant Employee Share Plans will count towards these limits for so long as this is required under institutional shareholder guidelines. In addition, awards which are renounced or lapse shall be disregarded for the purposes of these limits. Awards satisfied by Ordinary Shares acquired in the market or granted prior to Admission will be disregarded for the purposes of this limit.

If there is a variation of share capital of the Company or in the event of a demerger or other distribution, special dividend or distribution, the Board may make such adjustments to awards granted under each of the Employee Share Plans, including the number of Ordinary Shares subject to awards and the option exercise price (if any).

In respect of any award granted under any of the EIP and the ABP, the Board may decide that participants will receive a payment (in cash and/or additional Ordinary Shares) equal in value to any dividends that would have been paid on the Ordinary Shares which vest under that award by reference to the period between the time when the relevant award was granted and the time when the relevant award vested. This amount may assume the reinvestment of dividends and exclude or include special dividends or dividends in specie.

At its discretion, the Board may decide to satisfy awards granted under the Employee Share Plans with a payment in cash or Ordinary Shares equal to any gain that a participant would have made had the relevant award been satisfied with Ordinary Shares.

Except in relation to the award of Ordinary Shares subject to restrictions, Ordinary Shares issued and/or transferred under the Employee Share Plans will not confer any rights on any participant until the relevant award has vested or the relevant option has been exercised and the participant in question has received the underlying Ordinary Shares. Any Ordinary Shares allotted when an option is exercised or an award vests will rank equally with Ordinary Shares then in issue (except for rights arising by reference to a record date prior to their issue). A participant awarded Ordinary Shares subject to restrictions shall have the same rights as a holder of Ordinary Shares in issue at the time that the participant acquires the Ordinary Shares, save to the extent set out in the agreement with the participant relating to those Ordinary Shares.

The Board may, at any time, amend the provisions of any of the Employee Share Plans in any respect. The prior approval of the Company in general meeting must be obtained in the case of any amendment to the advantage of participants which is made to the provisions relating to eligibility, individual or overall limits, the persons to whom an award can be made under the relevant Employee Share Plan, the adjustments that may be made in the event of any variation to the share capital of the Company and/or the rule relating to such prior approval, save that there are exceptions for any minor amendment to benefit the administration of the relevant Employee Share Plan, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company and/or its other Group companies. Amendments may not normally adversely affect the rights of participants except where participants are notified of such amendment and the majority of participants approve such amendment.

The Board may, at any time, establish further plans based on the EIP and the ABP for overseas territories. Any such plan shall be similar to the EIP or the ABP, as relevant, but modified to take account of local tax, exchange control or securities laws. Any Ordinary Shares made available under such further overseas plans must be treated as counting against the limits on individual and overall participation under the relevant plan. The benefits received under the Employee Share Plans are not pensionable.

19. INTERMEDIARIES TERMS AND CONDITIONS

The Intermediaries Terms and Conditions regulate the relationship between the Company, the Intermediaries Adviser, the Global Coordinator and each of the Intermediaries that are accepted by the Company to act as an Intermediary after making an application for appointment in accordance with the Intermediaries Terms and Conditions.

Applications via Intermediaries are subject to a minimum application amount of £1,000 per application from investors in the United Kingdom, the Channel Islands and the Isle of Man. There is no maximum limit on the monetary amount that Underlying Applicants may apply to invest in the Offer for Subscription. All applications will be subject to potential scaling back, on the basis set out below, in the event of oversubscription of the Placing and to all other applicable allocation policies which may be applied to the Placing, and which may be notified by the Joint Bookrunners in relation to the Placing and/or the Offer for Subscription.

The Joint Bookrunners have agreed to pay the Intermediaries a commission of 1.0 per cent. of the amount equal to the Offer Price multiplied by the aggregate number of New Ordinary Shares subscribed pursuant to the Offer for Subscription through the Intermediaries.

Capacity and liability

The Intermediaries have agreed that, in connection with the Offer for Subscription, they will be acting as agent for retail investors in the United Kingdom, the Channel Islands and the Isle of Man who wish to acquire New Ordinary Shares under the Offer for Subscription. None of the Company, the Intermediaries Adviser or the Joint Bookrunners will have any responsibility for any liability, costs or expenses incurred by any Intermediary.

Eligibility to be appointed as an Intermediary

In order to be eligible to be considered by the Company for appointment as an Intermediary, each intermediary must be:

• authorised by the FCA or the Prudential Regulatory Authority in the United Kingdom;
• a member firm of the London Stock Exchange conducting business in the Channel Islands or the Isle of Man;
• in respect of acting as agents for Underlying Applicants in Jersey, authorised by the Jersey Financial Services Commission to carry on the relevant class of investment business in Jersey; or
• a person licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) to carry on restricted activities in respect of category 2 controlled investments under such Law,

and in each case have appropriate permissions, licences, consents and approvals to act as Intermediary in the United Kingdom, Jersey, Guernsey or the Isle of Man, as applicable. Each Intermediary must also:

• (a) be a member of CREST; or
• (b) have arrangements with a clearing firm that is a member of CREST.

Each Intermediary must also, to the extent applicable, conduct its business in the Isle of Man in compliance with the licensing requirements of the Isle of Man Financial Services Act 2008 or any relevant exclusion or exemption therefrom and all other relevant Isle of Man laws and regulations.

Applications for New Ordinary Shares

A minimum of £1,000 per Underlying Applicant will apply. The Intermediaries have agreed not to make more than one application per Underlying Applicant.

Allocations of New Ordinary Shares under the Offer for Subscription will be at the absolute discretion of the Company, after consultation with the Global Coordinator. If there is excess demand for New Ordinary Shares in the Offer for Subscription, allocations of New Ordinary Shares may be scaled down to an aggregate value which is less than that applied for. Each Intermediary will be required by the Company to apply the basis of allocation to all allocations to Underlying Applicants who have applied through such Intermediary.

Effect of Offer Application Form

By completing and returning the Offer for Subscription Application Form, the Intermediary will be deemed to have irrevocably agreed to invest or procure the investment in New Ordinary Shares of the aggregate amount stated on the Offer for Subscription Application Form or such lesser amounts in respect of which such application may be accepted. The Company and Jefferies reserve the right to reject, in whole or in part, or to scale down, any application for New Ordinary Shares in the Offer for Subscription.

Commission

Conditional upon Admission, the Joint Bookrunners will pay each Intermediary a commission rate of 1.0 per cent. of the aggregate value (based on the Offer Price) of the New Ordinary Shares allocated to and paid for by such Intermediary.

20. ACCOUNTS AND ANNUAL GENERAL MEETINGS

The Company's annual report and accounts are made up to 31 December in each year. The Company's first annual report and accounts covered the period from its incorporation on 15 September 2015 to 31 December 2016. It is expected that the Company makes public its annual report and accounts within four months of each financial year end (or earlier if possible) and copies of the annual report and accounts are sent to Shareholders within six months of each financial year end (or earlier if possible). The Company prepares its unaudited interim report for each six-month period ending 30 June thereafter. It is expected that the Company will make public its unaudited interim reports within two months of the end of each interim period.

The Company holds its annual general meetings within the time required under the companies legislation.

21. ENVIRONMENTAL ISSUES

As far as the Directors are aware, there are no material environmental issues that may affect the Group or the Group's utilisation of its tangible assets.

22. ISSUES OF NEW SHARES

The Directors are authorised to issue up to an aggregate nominal amount of £320.30. Further, the Directors are authorised to issue Ordinary Shares up to a further aggregate nominal amount of £320.30 in connection with an offer by way of a rights issue. Ordinary Shares, such authority expiring at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2018. The pre-emption rights in the Companies Act 2006 have been disapplied, and therefore pre-emption rights do not apply, to issues of relevant securities in the circumstances described in paragraph (i) above. As the number of New Ordinary Shares exceed the authority granted by the resolutions passed on 5 June 2017, the Company is seeking shareholders' consent to issue the New Ordinary Shares pursuant to the Capital Raising up to an aggregate nominal amount of £444.44 as set out in the Notice of General Meeting and to the disapplication of pre-emption rights in relation to the issue of the New Ordinary Shares.

23. INTERMEDIARIES

The Intermediaries authorised at the date of this Prospectus to use this Prospectus in connection with the Offer for Subscription are:

Name Address

Equiniti Financial Services Limited Aspect House, Spencer House Road, Lancing, West Sussex BN99 6DA

Any new information with respect to financial intermediaries unknown at the time of publication of this Prospectus, including in respect of: (i) any intermediary financial institution that is appointed by the Company in connection with the Offer for Subscription after the date of this Prospectus following its agreement to adhere to and be bound by the Intermediaries Terms and Conditions; and (ii) any Intermediary that ceases to participate in the Offer for Subscription, will be made available on the Company's website at www.arixbioscience.com.

24. GENERAL

• 24.1 By a resolution of the members passed on 14 September 2016, PricewaterhouseCoopers LLP, whose address is at 7 More London Riverside, London SE1 2RT, United Kingdom, were appointed as the first auditors of the Company. PricewaterhouseCoopers LLP are registered to carry out audit work by the Institute of Chartered Accountants in England and Wales.
• 24.2 A written consent under the Prospectus Rules is different to a consent filed with the SEC under Section 7 of the US Securities Act. As the Ordinary Shares have not been and will not be registered under the US Securities Act, PricewaterhouseCoopers LLP has not filed a consent under Section 7

of the US Securities Act, which is applicable only to transactions involving securities registered under the US Securities Act.

24.3 The financial information contained in this Prospectus does not amount to statutory accounts within the meaning of section 424(3) of the Companies Act 2006.

25. OTHER INFORMATION

• 25.1 There are no patents or other intellectual property rights, licences or particular contracts which are of fundamental importance to the Company's business.
• 25.2 Save as disclosed in paragraph 3 of "Part VIII Operating and Financial Review" there are no significant investments in progress.
• 25.3 No exceptional factors have influenced the Company's activities, other than disclosed in this Prospectus.
• 25.4 Assuming full take up of the Capital Raising, the total expenses incurred (or to be incurred) by the Company in connection with Admission and the Capital Raising of the Company are expected to be up to approximately £5 million. The estimated Net Proceeds, after deducting fees and expenses in connection with the Capital Raising, are approximately £95 million.
• 25.5 The information in this Prospectus that is sourced from third parties has been accurately reproduced and, as far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

26. AVAILABILITY OF THIS PROSPECTUS

Following Admission, copies of this Prospectus are available for viewing free of charge at www.arixbioscience.com (subject to applicable securities laws and certain access restrictions applicable to persons located or resident outside the United Kingdom).

Copies of this Prospectus may be collected, free of charge during normal business hours, from the office of the Company.

27. DOCUMENTS FOR INSPECTION

Copies of the following documents may be inspected at the registered office of the Company, and at the offices of Brown Rudnick LLP, 8 Clifford Street, London W1S 2LQ during usual business hours on any day (except Saturdays, Sundays and public holidays) from the date of this Prospectus until the offer closes:

• (a) the Articles of the Company; and
• (b) this Prospectus.

PART XV

NOTICES TO INVESTORS

The distribution of this Prospectus and the Capital Raising may be restricted by law in certain jurisdictions and therefore persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions, including those set out below. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

1. GENERAL

No action has been or will be taken in any jurisdiction that would permit a public offering of the Ordinary Shares, or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisement in connection with the Ordinary Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer to subscribe for any of the Ordinary Shares offered hereby to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This Prospectus has been approved by the FCA as a prospectus which may be used to offer securities to the public for the purposes of section 85 of FSMA and the Prospectus Directive. No arrangement has however been made with the competent authority in any other EEA State (or any other jurisdiction) for the use of this Prospectus as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdiction. Issue or circulation of this Prospectus may be prohibited in countries other than those in relation to which notices are given below.

2. FOR THE ATTENTION OF EEA INVESTORS

In relation to each Member State of the European Economic Area ("EEA"), which has implemented the Prospectus Directive (each, a "Relevant Member State") no New Ordinary Shares have been offered or will be offered pursuant to the Capital Raising to the public of any Ordinary Shares in that Relevant Member State prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer to the public in that Relevant Member State of any Ordinary Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Member State:

• (i) to any legal entity which is a qualified investor as defined under the Prospectus Directive;
• (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Bookrunner for any such offer; or
• (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State.

For the purposes of this provision, the expression an "offer to the public" in relation to any Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Capital Raising and any Ordinary Shares to be offered so as to enable an investor to decide to purchase any Ordinary Shares, as the same may be varied for that Member State by any measure implementing the Prospectus Directive in that Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

In the case of any Ordinary Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Ordinary Shares acquired by it in the Capital Raising have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Ordinary Shares to the public other than their offer or resale in a relevant Member State to qualified investors as so defined, or in circumstances in which the prior consent of the Company and the Bookrunner have been obtained to each such proposed offer or resale. The Company, the Bookrunner and their affiliates, and others will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Notwithstanding the above, a person who is not a qualified investor and who has notified the Bookrunner of such fact in writing may, with the prior consent of the Bookrunner, be permitted to acquire Ordinary Shares in the Capital Raising.

During the period up to but excluding the date on which the Prospectus Directive is implemented in member states of the EEA, this Prospectus may not be used for, or in connection with, and does not constitute, any offer of Ordinary Shares or an invitation to purchase or subscribe for any Ordinary Shares in any member state of the EEA in which such offer or invitation would be unlawful.

The distribution of this Prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions.

3. FOR THE ATTENTION OF UK INVESTORS

This Prospectus comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules and approved by the FCA under section 87 A of FSMA. This Prospectus has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

4. FOR THE ATTENTION OF US INVESTORS

The Ordinary Shares have not been and will not be registered under the US Securities Act or the securities laws of any state or jurisdiction of the US, and may not be offered or sold within the US or to, or for the account or benefit of, US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and such other applicable securities laws.

Accordingly, the Ordinary Shares are being offered hereby only:

• to QIBs, as defined in Rule 144A of the US Securities Act and/or accredited investors, as defined in Rule 501(a) of Regulation D of the US Securities Act, who are also, in each case, QPs, as defined in Section 2(a)(51) of the US Investment Company Act, for purposes of Section 3(c)(7) of the US Investment Company Act and the rules promulgated thereunder, in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; and
• outside the US in reliance upon Regulation S under the US Securities Act to non-US Persons (as the term "US person" is defined in Regulation S) in offshore transactions who will be required to make certain representations to the Company and other prior to the investment in the Ordinary Shares.

Because of these restrictions and those described below, potential investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Ordinary Shares. Any offer or sale of the New Ordinary Shares, pursuant to an exemption from registration or as a transaction not subject to the registration requirements of the US Securities Act will be made by either the Company directly, or broker-dealers who are registered as such under the US Exchange Act of 1934, as amended.

In addition, the Company has not been and will not be registered under the US Investment Company Act in reliance on the exemption provided by section 3(C)(7) thereof. The US Investment Company Act provides certain protections to investors and imposes certain restrictions on companies that are registered as investment companies. As the Company is not so registered, none of these protections or restrictions are or will be applicable to the Company. To avoid becoming subject to the registration requirements of the US Investment Company Act, the Company has implemented restrictions on the ownership and transfer of its Ordinary Shares, which may materially affect certain Shareholders' ability to transfer their Ordinary Shares. Purchasers in the US or who are US persons will be required to execute and deliver a US Investor Letter to the Bookrunner and/or the Company, as the case may be.

In addition, except with the express consent of the Company in respect of an investment in the Capital Raising, each purchaser and subsequent transferee of the New Ordinary Shares will be deemed to represent and warrant that no portion of the assets used to acquire or hold its interest in the New Ordinary Shares constitutes or will constitute the assets of any Plan Investor.

Purchasers of Ordinary Shares who are US Persons or persons in the US can only offer, sell, transfer, assign, pledge or otherwise dispose of the New Ordinary Shares purchased in the Capital Raising in an offshore transaction complying with the provisions of Regulation S (including, for the avoidance of doubt, a bona fide sale on the London Stock Exchange Main Market for listed securities) and in compliance with applicable securities laws.

If any New Ordinary Shares are owned directly or beneficially by a person believed by the Directors to be in violation of the transfer restrictions set forth in this Prospectus or a Plan Investor, the Directors may give notice to such person requiring him either (i) to provide the Directors within 30 days of receipt of such notice with sufficient satisfactory documentary evidence to satisfy the Directors that such person is not in violation of the transfer restrictions set forth in this Prospectus or is not a Plan Investor, as applicable, or (ii) to sell or transfer its New Ordinary Shares to a person qualified to own the same within 30 days, and within such 30 days to provide the Directors with satisfactory evidence of such sale or transfer. Where condition (i) or (ii) is not satisfied within 30 days after the serving of the notice, the Board is entitled to arrange for the sale of the New Ordinary Shares on behalf of the person. If the Company cannot effect a sale of the New Ordinary Shares within five Business Days of its first attempt to do so, the person will be deemed to have forfeited his New Ordinary Shares.

5. RESTRICTIONS ON PURCHASERS OF NEW ORDINARY SHARES THAT ARE IN THE US OR ARE US PERSONS (WHEREVER LOCATED)

Each purchaser of New Ordinary Shares within the US or who is a US Person, by accepting delivery of this document, will be deemed to have represented, agreed and acknowledged that it has received a copy of this document and such other information as it deems necessary to make an investment decision and that:

• (a) it is (i) an accredited investor, as defined in Rule 501(a) of Regulation D of the US Securities Act, who is also a QP within the meaning of Section 2(a)(51) of the US Investment Company Act, (ii) acquiring the New Ordinary Shares for its own account or for the account of one or more accredited investors who are also, in each case, QPs with respect to whom it has the authority to make, and does make, the representations and warranties set forth herein, (iii) acquiring the New Ordinary Shares for investment purposes, and not with a view to further distribution of such shares, and (iv) aware, and each beneficial owner of the New Ordinary Shares has been advised, that the sale of the Shares to it is being made in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act;
• (b) it acknowledges and understands that (i) the New Ordinary Shares are being offered and sold in the US only in a transaction not involving any public offering within the meaning of the US Securities Act and that the New Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the US and (ii) the Company has not been and will not be registered under the US Investment Company Act and rules promulgated thereunder;
• (c) it understands that the Ordinary Shares may not be offered, sold, pledged or otherwise transferred except (i) in an offshore transaction in accordance with Regulation S outside the US to a non-US person (as the term "US person" is defined in Regulation S), by pre-arrangement or otherwise, or (ii) to the Company or a subsidiary thereof;
• (d) it further (i) understands that the Ordinary Shares may not be deposited into any unrestricted depositary receipt facility in respect of the Ordinary Shares established or maintained by a

depositary bank, (ii) acknowledges that the Ordinary Shares (whether in physical certificated form or in uncertificated form held in CREST) are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 for resales of the Ordinary Shares, (iii) understands that the Company may not recognise any offer, sale, resale, pledge or other transfer of the Ordinary Shares made other than in compliance with the above-stated restrictions and (iv) understands that the Company may require any US person or any person within the US who was not a QP at the time it acquired any Ordinary Shares or any beneficial interest therein to transfer the Ordinary Shares or any such beneficial interest immediately in a manner consistent with these restrictions and if the obligation to transfer is not met, the Company is irrevocably authorised, without any obligation, to transfer the Ordinary Shares, as applicable, in a manner consistent with these restrictions and, if such Ordinary Shares are sold, the Company shall be obliged to distribute the net proceeds to the entitled party;

(e) it understands that the Ordinary Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect:

THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). THE ORDINARY SHARES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") OUTSIDE THE UNITED STATES TO A PERSON NOT KNOWN BY YOU TO BE A US PERSON (AS DEFINED IN REGULATION S), BY PRE-ARRANGEMENT OR OTHERWISE, (2) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (4) TO THE COMPANY OR A SUBSIDIARY THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES REPRESENTED HEREBY WILL BE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT AND FOR SO LONG AS SUCH SHARES ARE "RESTRICTED SECURITIES" (AS SO DEFINED) THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

THE COMPANY AND ITS AGENTS WILL NOT BE REQUIRED TO ACCEPT FOR REGISTRATION OF TRANSFER ANY SHARES MADE OTHER THAN IN COMPLIANCE WITH THESE RESTRICTIONS. THE COMPANY MAY REQUIRE ANY US PERSON OR ANY PERSON WITHIN THE UNITED STATES WHO WAS NOT A QUALIFIED PURCHASER (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT) AT THE TIME IT ACQUIRED ANY SHARES OR ANY BENEFICIAL INTEREST THEREIN TO TRANSFER THE SHARES OR ANY SUCH BENEFICIAL INTEREST IMMEDIATELY IN A MANNER CONSISTENT WITH THESE RESTRICTIONS, AND IF THE OBLIGATION TO TRANSFER IS NOT MET, THE COMPANY IS IRREVOCABLY AUTHORIZED, WITHOUT ANY OBLIGATION, TO TRANSFER THE SHARES, AS APPLICABLE, IN A MANNER CONSISTENT WITH THESE RESTRICTIONS AND, IF SUCH SHARES ARE SOLD, THE COMPANY SHALL BE OBLIGED TO DISTRIBUTE THE NET PROCEEDS TO THE ENTITLED PARTY; and

(f) it represents that if, in the future, it offers, resells, pledges or otherwise transfers such Ordinary Shares while they remain "restricted securities" within the meaning of Rule 144, it shall notify such subsequent transferee of the restrictions set out above.

The Company, the Bookrunner and their affiliates and others will rely on the truth and accuracy of the foregoing acknowledgements, representations and agreements.

In addition, each purchaser of New Ordinary Shares in the Capital Raising that is within the United States or is a US person will be required to execute a US Investor Letter. The US Investor Letter will require such purchaser to represent and agree that, among other things, (i) (x) it is a QIB, within the meaning of Rule 144A, that is also a QP, within the meaning of Section 2(a)(51) of the Investment Company Act, or (y) an accredited investor as defined in Rule 501(a) of Regulation D of the US Securities Act, who is also a QP, (ii) that it is acquiring the New Ordinary Shares as principal for its own account or for the account of a QIB and/or accredited investors that, in each case, is a QP with respect to whom it has the authority to make, and does make, the representations and warranties set forth herein and therein, (iii) it will only offer, sell, transfer, assign, pledge or otherwise dispose of the New Ordinary Shares purchased in the Capital Raising in accordance with the transfer restrictions set forth herein. Such transferor will notify any subsequent transferee or executing broker, as applicable, of the restrictions that are applicable to the New Ordinary Shares being sold, (iv) that it has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the purchase of the New Ordinary Shares, (v) that it has been furnished with all materials relating to the business, finances and operations of the Company and relating to the offer and sale of the New Ordinary Shares that have been requested and that it has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its purchase of the New Ordinary Shares, (vi) that the Company and counsel to the Company are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of the purchaser set forth in such US Investor Letter (x) in concluding that the offer and sale of the New Ordinary Shares is a "private offering" and, as such, is exempt from the registration requirements of the US Securities Act, and (y) to determine the applicability of such exemptions in evaluating the suitability of such purchaser to purchase the New Ordinary Shares and (vii) that it is not a Plan Investor. The US Investor Letter contains additional written representations, agreements and acknowledgements relating to the transfer restrictions applicable to the New Ordinary Shares.

Based on the Company's current business model, the Company expects that it will be a passive foreign investment company within the meaning of Section 1297 of the US Tax Code, or PFIC, for the current taxable year and may continue to be a PFIC in future taxable years. To make a successful QEF Election, a US holder would need an annual QEF information statement which the Company may provide subject to specific request and to certain conditions at the Company's discretion. Please note that at this time the Company has not undertaken any obligation to provide such information to a US holder.

The New Ordinary Shares and any beneficial interests therein may not be acquired or held by Investors using assets of any, or that constitutes a, Plan Investor. Except with the express consent of the Company, in the US Investment Letter, each purchaser of the New Ordinary Shares in the Capital Raising and Admission that is within the United States will be required to represent, agree and acknowledge (and each subsequent transferee, by acquiring the New Ordinary Shares or a beneficial interest therein, will be deemed to represent, agree and acknowledge) that no portion of the assets used to acquire or hold its interest in the New Ordinary Shares constitutes or will constitute the assets of any Plan Investor. If the Company determines that upon or after effecting an investment it is no longer necessary for it to impose these restrictions on ownership by Plan Investors, the restrictions may be lifted (which may necessitate making changes to the Articles).

If any purchaser of New Ordinary Shares that was required to execute a US Investor Letter in connection with the investment of such New Ordinary Shares receives New Ordinary Shares in certificated form, such New Ordinary Shares shall bear an appropriate legend substantially to the following effect:

"THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). THE ORDINARY SHARES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") OUTSIDE THE UNITED STATES TO A PERSON NOT KNOWN BY YOU TO BE A US PERSON (AS DEFINED IN REGULATION S), BY PRE-ARRANGEMENT OR OTHERWISE, (2) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (4) TO THE COMPANY OR A SUBSIDIARY THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES REPRESENTED HEREBY WILL BE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT AND FOR SO LONG AS SUCH SHARES ARE "RESTRICTED SECURITIES" (AS SO DEFINED) THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

THE COMPANY AND ITS AGENTS WILL NOT BE REQUIRED TO ACCEPT FOR REGISTRATION OF TRANSFER ANY SHARES MADE OTHER THAN IN COMPLIANCE WITH THESE RESTRICTIONS. THE COMPANY MAY REQUIRE ANY US PERSON OR ANY PERSON WITHIN THE UNITED STATES WHO WAS NOT A QUALIFIED PURCHASER (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT) AT THE TIME IT ACQUIRED ANY SHARES OR ANY BENEFICIAL INTEREST THEREIN TO TRANSFER THE SHARES OR ANY SUCH BENEFICIAL INTEREST IMMEDIATELY IN A MANNER CONSISTENT WITH THESE RESTRICTIONS, AND IF THE OBLIGATION TO TRANSFER IS NOT MET, THE COMPANY IS IRREVOCABLY AUTHORIZED, WITHOUT ANY OBLIGATION, TO TRANSFER THE SHARES, AS APPLICABLE, IN A MANNER CONSISTENT WITH THESE RESTRICTIONS AND, IF SUCH SHARES ARE SOLD, THE COMPANY SHALL BE OBLIGED TO DISTRIBUTE THE NET PROCEEDS TO THE ENTITLED PARTY."

Until 40 days after Admission, an offer or sale of the New Ordinary Shares within the United States by any dealer (whether or not participating in the Capital Raising) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than pursuant to an available exemption from registration under the US Securities Act.

Restrictions on purchasers of Ordinary Shares outside the United States who are not US Persons

Each purchaser of the Ordinary Shares offered outside the United States in reliance on Regulation S in the Capital Raising by accepting delivery of this Prospectus will be deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Regulation S are used herein as defined therein):

• (i) the Investor is a non-US Person outside the United States, and is not acquiring the Ordinary Shares for the account or benefit of a US Person or a person in the United States;
• (ii) the Investor is acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S (including, for the avoidance of doubt, a bona fide sale on the London Stock Exchange Main Market for listed securities);
• (iii) the Ordinary Shares have not been offered to it by the Company, the Bookrunner, their respective directors, officers, agents, employees, advisers or any others by means of any "directed selling efforts" as defined in Regulation S;
• (iv) the Investor is aware that the Ordinary Shares have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States absent registration or an exemption from, or transaction not subject to, registration under the US Securities Act;
• (v) the investor is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire Ordinary Shares;
• (vi) it is not acquiring the Ordinary Shares with a view to offer, sell, resell, transfer, deliver or distribute directly or indirectly, to a US Person or into the United States or any jurisdiction referred to in (v) above;

• (vii) except with the express consent of the Company given in respect of an investment in the Capital Raising, no portion of the assets used by such Investor to purchase, and no portion of the assets used by such Investor to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of a Plan Investor and that such Investor is not a Plan Investor;

• (viii) if in the future it decides to offer, sell, transfer, assign, novate or otherwise dispose of Ordinary Shares, it will do so only in compliance with an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and under circumstances which will not require the Company to register under the Investment Company Act, in each case outside the United States to persons reasonably believed to be non-US Persons. It acknowledges that any sale, transfer, assignment, novation, pledge or other disposal made other than in compliance with such laws and the above-stated restrictions will be subject to the forfeiture and/or compulsory transfer provisions as provided in the Company's Articles;

• (ix) it has received, carefully read and understands this Prospectus, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Prospectus or any other presentation or offering materials concerning the Ordinary Shares to any persons within the United States, nor will it do any of the foregoing; and
• (x) each of the Bookrunner, the Company, their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations and agreements. If any of the representations or agreements made by the investor are no longer accurate or have not been complied with, the investor will immediately notify the Company and, if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, the Investor has sole investment discretion with respect to each such account and has full power to make such foregoing representations and agreements on behalf of each such account.

Certain ERISA Considerations

General

The following is a summary of certain considerations associated with the purchase of the Ordinary Shares by (i) an "employee benefit plan," as defined in section 3(3) of ERISA, that is subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a "plan," as defined in section 4975 of the US Tax Code, or (iii) any entity whose underlying assets are considered to include "plan assets" of any such "employee benefit plan" or "plan," as applicable, described in preceding clause (i) or (ii) under, and to the extent provided in, section 3(42) of ERISA and United States Department of Labor Regulation section 2510.3-101 (the "Plan Asset Regulation"), as modified by section 3(42) of ERISA. Each entity described in preceding clause (i) or (ii) is referred to herein as an "ERISA Plan." Each entity that is an ERISA Plan or that is described in the preceding clause (iii) is referred to herein as a '"Plan Investor" and each "employee benefit plan," as defined in clause (i) of the immediately preceding sentence, that is not subject to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code or other plan or investor whose purchase or holding of Ordinary Shares would be subject to any state, local, non-US or other laws or regulations similar to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code is referred to herein as a Non-ERISA Plan (any such laws or regulations, "Similar Laws"). This summary is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions under ERISA, the US Tax Code or Similar Laws, as applicable, it is particularly important that fiduciaries, or other persons considering purchasing the Ordinary Shares on behalf of, or with the assets of, any plan, consult with their counsel to determine whether such plan is subject to Title I of ERISA, section 4975 of the US Tax Code or any Similar Laws.

Section 3(42) of ERISA provides that the term "plan assets" has the meaning assigned to it by such regulations as the Department of Labor may prescribe, except that under such regulations the assets of any entity shall not be treated as plan assets if, immediately after the most recent investment of any equity interest in the entity, less than 25 per cent. (25 per cent.) of the total value of each class of equity is held by "benefit plan investors" as defined in section 3(42) of ERISA. The Plan Asset Regulation generally provides that when an ERISA Plan acquires an equity interest in an entity that is neither a "publicly-offered security" (as defined in the Plan Asset Regulation) nor a security issued by an investment company registered under the US Investment Company Act, the ERISA Plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the entity unless it is established either that equity participation in the entity by "benefit plan investors" is not significant or that the entity is an "operating company", in each case as defined in the Plan Asset Regulation. Section 3(42) of ERISA modifies the definition of "benefit plan investor" contained in the Plan Asset Regulation to include only Plan Investors. For the purposes of the Plan Asset Regulation, as modified by section 3(42) of ERISA, equity participation in an entity by Plan Investors will not be significant if, immediately after the most recent acquisition of any equity interest in the entity by any person, such Plan Investors hold, in the aggregate, less than 25 per cent. (25 per cent.) of the value of each class of equity interests of such entity, excluding equity interests held by any person (other than a Plan Investor) who has discretionary authority or control with respect to the assets of the entity or who provides investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates of such person. Section 3(42) of ERISA provides that for purposes of the Plan Asset Regulation, an entity is considered to hold plan assets only to the extent of the percentage of the equity interests held by Plan Investors.

It is anticipated that: (i) the Ordinary Shares will not constitute "publicly-offered securities" for purposes of the Plan Asset Regulation, (ii) the Company will not be an investment company registered under the US Investment Company Act, and (iii) the Company will not qualify as an operating company within the meaning of the Plan Asset Regulation. The Company will use commercially reasonable efforts to prohibit ownership by Plan Investors in the Ordinary Shares.

However, no assurance can be given that investment by Plan Investors in the Ordinary Shares will not be "significant" for purposes of section 3(42) of ERISA and the Plan Asset Regulation. Nor does the Company guarantee any outcomes under Similar Law with respect to any Non-ERISA Plan under Similar Law.

Plan asset consequences

If the Company's assets were deemed to be "plan assets" of an ERISA Plan whose assets were invested in the Company, this would result in, among other things: (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Company and investments in the Ordinary Shares made by a Plan Investor, and (ii) the possibility that certain transactions that the Company might enter into, or may have entered into in the ordinary course of business, or investments in the Ordinary Shares made by a Plan Investor might constitute or result in non-exempt prohibited transactions under section 406 of ERISA and/or section 4975 of the US Tax Code and might have to be rescinded. A non-exempt prohibited transaction, in addition to imposing potential liability upon fiduciaries of the ERISA Plan, may also result in the imposition of an excise tax under the US Tax Code upon a "party in interest" (as defined in ERISA) or "disqualified person" (as defined in the US Tax Code), with whom the ERISA Plan engages in the transaction.

Non-ERISA Plans (for example, plans that are governmental plans, certain church plans and non-US plans), while not subject to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code, may nevertheless be subject to Similar Laws. Fiduciaries of such Non-ERISA Plans should consult with their counsel before purchasing or holding any Ordinary Shares.

Due to the foregoing, except with the express written consent of the Company given in respect of an investment in the Capital Raising, the Ordinary Shares may not be purchased or held by any Plan Investor. In addition, except with the express written consent of the Company, Plan Investors are strictly prohibited from investing and/or dealing in any Ordinary Shares or being transferred any Ordinary Shares at any time and in any manner whatsoever.

Representation and warranty

In light of the foregoing, except with the express consent of the Company given in respect of an investment in the Capital Raising, by accepting an interest in any Ordinary Shares, each Investor will be deemed to have represented and warranted, or will be required to represent and warrant in writing, that no portion of the assets used to purchase or hold its interest in the Ordinary Shares constitutes or will constitute the assets of any Plan Investor. If the Company determines that upon or after effecting an Investment it is no longer necessary for it to impose these restrictions on ownership by Plan Investors, the restrictions may be lifted, which would require an amendment to the Articles.

For the attention of Canadian investors

The New Ordinary Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the New Ordinary Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Banks are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this Capital Raising.

For the attention of Australian investors

This document (a) does not constitute a prospectus, a product disclosure statement or other disclosure document under the Corporations Act 2001 of the Commonwealth of Australia ("Corporations Act"); (b) does not purport to include the information required of a prospectus under Part 6D.2 of the Corporations Act or a product disclosure statement under Part 7.9 of the Corporations Act; has not been, nor will it be, lodged as a disclosure document with the Australian Securities and Investments Commission ("ASIC"), the Australian Securities Exchange operated by ASX Limited or any other regulatory body or agency in Australia; and (c) may not be provided in Australia other than to select investors ("Exempt Investors") who are able to demonstrate that they (i) fall within one or more of the categories of investors under section 708 of the Corporations Act to whom an offer may be made without disclosure under Part 6D.2 of the Corporations Act and (ii) are "wholesale clients" for the purpose of section 761G of the Corporations Act.

The New Ordinary Shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for, or buy, the New Ordinary Shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any New Ordinary Shares may be distributed, received or published in Australia, except where disclosure to investors is not required under Chapters 6D and 7 of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the New Ordinary Shares, each purchaser or subscriber of New Ordinary Shares represents and warrants to the Company, the Bookrunner and their affiliates that such purchaser or subscriber is an Exempt Investor.

As any offer of New Ordinary Shares under this document, any supplement or the accompanying prospectus or other document will be made without disclosure in Australia under Parts 6D.2 and 7.9 of the Corporations Act, the offer of those New Ordinary Shares for resale in Australia within 12 months from the date of issue of those New Ordinary Shares may, under the Corporations Act, require disclosure to investors if none of the exemptions in the Corporations Act applies to that resale. By applying for the New Ordinary Shares each purchaser or subscriber of New Ordinary Shares undertakes to the Company and the Bookrunner that such purchaser or subscriber will not, for a period of 12 months from the date of issue or purchase of the New Ordinary Shares, offer, transfer, assign or otherwise alienate those New Ordinary Shares to investors in Australia except in circumstances where disclosure to investors is not required under the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

For the attention of Japanese investors

The New Ordinary Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, (the "FIEA")). Accordingly, each Bank has represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any New Ordinary Shares in Japan or to, or for the benefit of, a resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, FIEA and other relevant laws and regulations of Japan.

Notice to Prospective Investors in Israel

This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, and any offer of the New Ordinary Shares is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and "qualified individuals," each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.

For the attention of investors in Hong Kong

This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the "C(WUMP)O"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Ordinary Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than (i) to "professional investors" (as defined in the SFO and any rules made under the SFO) or (ii) in other circumstances that do not result in this document being a "prospectus" (as defined in the C(WUMP)O) or that do not constitute an offer to the public within the meaning of the C(WUMP)O.

No advertisement, invitation or document relating to the New Ordinary Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Ordinary Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under the SFO). No person allotted with the New Ordinary Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

PART XVI

DEFINITIONS

The following definitions apply throughout this Prospectus unless the context requires otherwise:

"2010 PD Amending Directive"	means Directive 2010/73/EU;
"Admission"	means admission of the New Ordinary Shares to the standard segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange;
"ALS" or "Arthurian Life Sciences"	means Arthurian Life Sciences Limited;
"ALS SPV"	means Arthurian Life Sciences SPV GP Limited;
"Arix Holdings"	means Arix Bioscience Holdings Limited;
"Arix US"	means Arix Bioscience, Inc.;
"Articles of Association" or "Articles"	means the articles of association of the Company in force from time to time from Admission;
"Artios"	means Artios Pharma Limited;
"Applicant"	means a person or persons (in the case of joint applicants) whose name(s) appear(s) on the registration details of an Application Form;
"Application"	means the offer made by an Applicant by completing an Application Form and posting it (or delivering it by hand during normal business hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 GDA;
"Application Form"	means the application form in connection with the Offer for Subscription which is attached to this Prospectus;
"Auditors"	means PricewaterhouseCoopers LLP;
"BioMotiv"	means BioMotiv, LLC, a Delaware limited liability company whose registered office is at 20600 Chagrin Blvd., Suite 210, Cleveland, OH 44122;
"BioMotiv Agreement"	means the strategic agreement dated 31 December 2015 entered into between BioMotiv, LLC and Arix US;
"Board"	means the board of Directors of the Company from time to time;
"Brexit"	means the UK exiting the European Union as a result of the in or-out referendum on the UK's membership
"Business Days"	means a day or days (other than a Saturday or a Sunday) on which banks are open for business in London;
"CAD"	means Canadian Dollars;
"Capital Raising"	means the proposed offer of New Ordinary Shares on behalf of the Company at the Offer Price and on the terms and subject to

	the conditions set out in this Prospectus consisting of the Firm Placing and the Placing;
"C Chipperton"	means Christopher Chipperton;
"C Shares"	means the C Shares of £1 each in the capital of the Company from time to time;
"certificated" or "in certificated form"	means in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in certificated form (that is, not in CREST);
"C Evans"	means Professor Sir Christopher Thomas Evans;
"Chairman"	means the chairman of the Board from time to time;
"Chief Executive Officer"	means the chief executive officer of the Company from time to time;
"Chief Financial Officer"	means the chief financial officer of the Company from time to time;
"City Code"	means the City Code on Takeovers and Mergers;
"Companies Act 2006" or "Act"	means the Companies Act 2006 of the United Kingdom, as amended;
"Company" or "Arix Bioscience"	means Arix Bioscience plc, a public company limited by shares incorporated in England under the Companies Act 2006 with number 09777975;
"COPD"	means chronic obstructive pulmonary disease;
"CREST Manual"	means the compendium of Prospectus entitled "CREST Manual" issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules, the CSS Operations Manual and the CREST Glossary of Terms;
"CREST" or "CREST System"	means the paperless settlement system operated by Euroclear enabling securities to be evidenced otherwise than by certificates and transferred otherwise than by written instruments;
"Deferred Shares"	means the deferred shares of £10 each in the capital of the Company;
"Directors" or "Board of Directors"	means the directors of the Company, whose names appear on page 45 of this Prospectus, or the board of directors from time to time of the Company, as the context requires, and "Director" is to be construed accordingly;
"Disclosure and Transparency Rules"	means the disclosure and transparency rules of the UK Listing Authority made in accordance with section 73A of FSMA as amended from time to time;
"EEA"	means the European Economic Area;

"Employee Share Plans"	means the Arix Bioscience plc Annual and Deferred Bonus Plan ("ABP") and the Arix Bioscience plc Executive Incentive Plan ("EIP") described in more detail in "Part XIV – Additional Information";
"ERISA"	means the US Employee Retirement Income Security Act of 1974, as amended;
"ERISA Plan"	means a plan subject to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code;
"ESS Shareholders"	means Martin Walton, Shafia Zahoor and Beverley Borthwick;
"EU" or "European Union"	means the Member States of the European Union;
"Euroclear"	means Euroclear UK & Ireland Limited;
"Executive Directors"	means Jonathan Peacock, C Evans, Joseph Anderson and James Rawlingson;
"Executive Share Option Plan"	means the share incentive plan adopted by the Company 4 February 2016 in relation to the share incentive options of some of the Executive Directors as described in more detail in "Part XIV – Additional Information";
"Existing Shareholders"	means the holders of the Ordinary Shares as at the Latest Practicable Date;
"FCA"	means the UK Financial Conduct Authority;
"Firm Placee"	means any person who agreed to subscribe for New Ordinary Shares pursuant to the Firm Placing;
"Firm Placing"	means the conditional placing by the Joint Bookrunners on behalf of the Company of 24,444,442 New Ordinary Shares pursuant to the Placing Agreement;
"Founders"	means C Evans, C Chipperton and Ectoplasm Limited;
"Founders' Incentive Arrangement"	means the terms and conditions set out in the Restrictive Share Agreement in relation to the release of the Restricted Shares as Incentive Shares to the Founders as described in more detail in paragraph 18 of "Part XIV – Additional Information";
"Founders' Shares"	means the Ordinary Shares held by the Founders as at the date of this Prospectus;
"FSMA"	means the Financial Services and Markets Act 2000 of the UK, as amended;
"general meeting"	means a meeting of the Shareholders of the Company or a class of Shareholders of the Company (as the context requires);
"General Meeting"	means the general meeting of the company to be held at 10.00 a.m. on 16 March 2018 at the offices of Brown Rudnick LLP at 8 Clifford Street, London W1S 2LQ and including any adjournment thereof;

"Group"	means the Company, any subsidiary and any company or business they acquire (directly or indirectly) from time to time and "Group Company" means any of them;
"Group Business"	means an individual company, body corporate or other business entity in which members of the Group have invested in its equity regardless of whether such investment is a majority or a minority stake and the term "Group Businesses" shall be deemed to be a reference to them collectively;
"HMRC"	means HM Revenue & Customs;
"Incentive Shares"	the Restricted Shares to be released subject to the rules of the Founders' Incentive Arrangement;
"IFRS"	means the International Financial Reporting Standards as adopted by the EU;
"Intermediaries"	means the entities listed in paragraph 23 of "Part XIV – Additional Information", together with any other intermediary financial institution (if any) that is appointed by the Company in connection with the Offer for Subscription after the date of this Prospectus and "Intermediary" shall mean any one of them;
"Intermediaries Adviser"	means Scott Harris UK Limited;
"Intermediaries Terms and Conditions"	the terms and conditions upon which the Intermediaries have agreed to be appointed by the Company to act as an Intermediary and pursuant to which the Intermediaries may apply for New Ordinary Shares in the Intermediaries Placing, details of which are set out at paragraph 19 of "Part XIV – Additional Information";
"Investor/s"	means a person (or persons) who confirms his agreement to the Joint Bookrunners to subscribe for New Ordinary Shares under the Capital Raising;
"IPO"	means the admission of the Company's Ordinary Shares to listing to the Standard Listing of the Official List and to trading to the Main Market of the London Stock Exchange on 22 February 2017;
"IPO Offer"	means the placing of Ordinary Shares by Jefferies which completed on the date of the IPO;
"IPO Price"	means 207 pence per Ordinary Share, the placing price at which the Ordinary Shares were issued pursuant to the IPO Offer;
"ISIN"	means International Securities Identification Number;
"Jefferies" or "Bookrunner"	means Jefferies International Ltd;
"Latest Practicable Date"	means 27 February 2018, being the latest practicable date prior to the publication of this Prospectus;
"LDC"	means the Lead Discovery Centre GmbH;
"Listing Rules"	means the listing rules made by the UK Listing Authority under section 73A of FSMA as amended from time to time;

"London Stock Exchange" or "LSE"	means London Stock Exchange plc;
"Main Market"	means the regulated market of the LSE for officially listed securities;
"Major Shareholders"	means LF Woodford Equity Income Fund, a sub fund of LF Woodford Investment Fund, Woodford Patient Capital Trust PLC, Christopher Chipperton, Takeda Ventures Inc and UCB Ventures S.A. as further described in paragraph 8 of Part XIV – Additional Information;
"Money Laundering Regulations 2007"	means the Money Laundering Regulations 2007 (SI 2007/2157);
"Net Proceeds"	means the funds received on closing of the Capital Raising less any expenses paid or payable in connection with Admission and the Capital Raising;
"Non-ERISA Plan"	means any "employee benefit plan," as defined in clause section 3(3) of ERISA, that is not subject to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code or other plan or investor whose purchase or holding of Ordinary Shares would be subject to any Similar Laws;
"New Ordinary Shares"	means new Ordinary Shares issued pursuant to the Capital Raising on the terms and subject to the conditions in this Prospectus;
"Non-Executive Directors"	means the non-executive directors of the Company whose names are set out in "Part VII – Directors and corporate governance";
"Offer for Subscription"	means the offer for subscription to the public in the UK of New Ordinary Shares to be issued at a price of 225 pence each on the terms set out in Part XII of this Prospectus and the Application Form;
"Offer Price"	means 225 pence per New Ordinary Share;
"Official List"	means the official list maintained by the UK Listing Authority;
"ordinary resolution"	means a resolution passed at a meeting of the Shareholders duly convened and passed by a simple majority of the votes cast, whether on a show of bands or on a poll;
"Ordinary Shares"	means the ordinary shares of £0.00001 par value in the capital of the Company including, if the context requires, the New Ordinary Shares;
"Placing"	means the conditional placing of New Ordinary Shares which is not part of the Firm Placing;
"Placing Agents"	means WG Partners LLP and LifeSci Capital LLC;
"Placing Agreement"	means the placing agreement dated 28 February 2018 made between the Company and the Joint Bookrunners, details of which are set out in "Part XIV – Additional Information";
"Plan Asset Regulation"	means section 3(42) of ERISA and United States Department of Labor Regulation section 2510.3-101;

"Plan Investor"	means (i) an "employee benefit plan," as defined in section 3(3) of ERISA, that is subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a "plan," as defined in section 4975 of the U.S. Tax Code, or (iii) any entity whose underlying assets are considered to include "plan assets" of any such "employee benefit plan" or "plan," as applicable, described in preceding clause (i) or (ii) under, and to the extent provided in, section 3(42) of ERISA and United States Department of Labor Regulation section 2510.3-101, as modified by section 3(42) of ERISA;
"Premium Listing"	means a premium listing under Chapter 6 of the Listing Rules;
"Proceeds of Crime Act 2002"	means the Proceeds of Crime Act 2002 of the United Kingdom, as amended;
"Prohibited Person"	means any person whose legal or beneficial ownership of Ordinary Shares, in the opinion of the Directors, would or would reasonably be likely to: (i) require the Company to register as an "investment company" under the US Investment Company Act; (ii) require the Company to register under the US Exchange Act or result in the Company not being considered a "foreign private issuer" as such term is defined in Rule 3b-4I under the US Exchange Act; (iii) result in a Plan Investor holding shares in the Company; or (iv) subject the Company to regulation in the United States as a bank, bank holding company or other financial institution;
"Prospectus"	means this prospectus;
"Prospectus Directive"	means Directive 2003/71/EC (and any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state), and includes any relevant implementing measures in each EEA State that has implemented Directive 2003/71/EC;
"Prospectus Rules"	means the prospectus rules of the UK Listing Authority made in accordance with section 73A of FSMA, as amended from tune to time;
"QEF Election"	means an election to treat any PFIC as a qualified electing fund, as defined in section 1295 of the US Tax Code;
"Qualified Institutional Buyer" or "QIB"	means a qualified institutional buyer as defined in Rule 144A;
"Qualified Purchaser" or "QP"	has the meaning given to such term by section 2(a)(51) of the US Investment Company Act;
"Receiving Agent"	means Equiniti Limited;
"Registrar"	means Equiniti Limited or any other registrar appointed by the Company from time to time;
"Registrar Agreement"	means the registrar agreement dated 20 June 2016 between the Company and the Registrar, details of which are set out in "Part XIV – Additional Information";
"Regulation S"	means Regulation S under the US Securities Act;

"Restricted Shares"	means those Ordinary Shares held by the Founders which are subject to restrictions pursuant to the Restrictive Share Agreement and details of which are set out in "Part XIV – Additional Information";
"Restrictive Share Agreement"	means the restrictive share agreement made between the Company, Ectoplasm Limited, C Chipperton, C Evans and each of the ESS Shareholders dated 8 February 2016 (as amended by the amended and restated restrictive share agreement) relating to Ordinary Shares in the Company, details of which are set out in "Part XIV – Additional Information";
"Rule 144A"	means Rule 144A under the US Securities Act;
"SEC"	means the US Securities and Exchange Commission;
"SEDOL"	means Stock Exchange Daily Official List identifier;
"Senior Leadership Team"	means Joseph Anderson, Jonathan Peacock and Professor Sir Christopher Evans;
"Senior Management Team"	means the persons set out in paragraph 5 in "Part VI – Information on the Group";
"Shareholders"	means the holders of the Ordinary Shares and/or New Ordinary Shares, as the context requires;
"Similar Laws"	means any state, local, non-US or other laws or regulations similar to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code;
"Stamp Duty Reserve Tax Regulations 1986"	means the Stamp Duty Reserve Tax Regulations 1986 of the United Kingdom, as amended;
"Stabilisation Period"	means the 30 calendar day period from the date of the IPO;
"Standard Listing"	means a standard listing under Chapter 14 of the Listing Rules;
"Takeover Panel"	means the UK Panel on Takeovers and Mergers;
"Terrorism Act 2000"	means the Terrorism Act 2000 of the United Kingdom, as amended;
"The Harrington Project"	means The Harrington Project for Discovery & Development, a US and UK initiative to support the discovery and development of therapeutic discoveries by physician-scientists and consisting of three components of the Harrington Discovery Institute at the University Hospitals Cleveland, Ohio, the Innovation Support Centre within that institute and BioMotiv;
"UK Corporate Governance Code"	means the UK Corporate Governance Code issued by the Financial Reporting Council in the UK from time to time;
"UK Listing Authority" or "UKLA"	means the FCA in its capacity as the competent authority for listing in the UK pursuant to Part V of FSMA;
"uncertificated" or "in uncertificated form"	means, in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated

	form (that is, in CREST) and title to which may be transferred by using CREST;
"Underlying Applicant"	means a retail investor applying for New Ordinary Shares through an Intermediary;
"United Kingdom" or "UK"	means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	has the meaning given to the term "United States" in Regulation S;
"US\$" or "\$"	means the lawful currency of the US;
"US Exchange Act"	means the US Securities Exchange Act of 1934, as amended;
"US Investment Company Act"	means the US Investment Company Act of 1940, as amended, and related rules;
"US Investor Letter"	means the subscription agreement entered into between the Company and the relevant subscriber;
"US Person"	has the meaning given to the term "US Person" in Regulation S;
"US Securities Act" or "Securities Act"	means the US Securities Act of 1933, as amended;
"US Tax Code"	means the US Internal Revenue Code of 1986, as amended;
"VAT"	means (i) within the EU, any tax imposed by any Member State in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC), and (ii) outside the EU, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (i) of this definition;
"Verona"	means Verona Pharma plc;
"Verona Placing"	means as described on page 74 of this Prospectus;
"voting rights"	means all the voting rights attributable to the capital of a company which are currently exercisable at a general meeting;
"WIM Funds"	means as defined in paragraph 15 of Part XIV – Additional Information of this Prospectus;
"Withheld Founders' Shares"	means the Ordinary Shares which are held by the Founders representing in aggregate 4.66 per cent. of the Company's issued ordinary share capital immediately following Admission;
"WLSIF"	means The Wales Life Sciences Investment Fund LP;

References to a "company" in this Prospectus shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.

PART XVII

NOTICE OF GENERAL MEETING

Arix Bioscience PLC

Incorporated in England and Wales with registered number 09777975

NOTICE IS HEREBY GIVEN that the GENERAL MEETING of Arix Bioscience plc (the "Company") will be held at 8 Clifford Street, London W1S 2LQ on 16 March 2018 at 10.00 a.m. (London time) to consider and, if thought appropriate, pass the following resolutions of which resolution 1 will be proposed as an ordinary resolution and resolution 2 will be proposed as a special resolution.

Unless expressly stated otherwise, terms defined in the prospectus of the Company dated 28 February 2018 (the "Prospectus") shall have the same meaning when used in the Notice of General Meeting.

Ordinary Resolution

RESOLUTION 1 – AUTHORITY TO ALLOT NEW ORDINARY SHARES IN CONNECTION WITH THE CAPITAL RAISING

The directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot equity securities (as defined in section 560(1) of the 2006 Act) up to an aggregate nominal amount of £444.44 in connection with the Capital Raising, such authority to expire on the date three months after the passing of this resolution (save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities pursuant to any such offer or agreement as if the authority had not expired). This authority is in addition to any such existing authority.

Special Resolution

RESOLUTION 2 – DISAPPLICATION OF PRE-EMPTION RIGHTS FOR ISSUE OF NEW ORDINARY SHARES

Subject to the passing of resolution 1, the directors of the Company be and are hereby empowered pursuant to section 570 of the 2006 Act and the authority conferred on the directors of the Company by resolution 1 to allot equity securities (within the meaning of section 560 of that Act) as if section 561(1) of that Act did not apply to such allotment up to an aggregate nominal amount of £444.44 in connection with the Capital Raising, such authority to expire on the date three months after the passing of this resolution (save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities pursuant to any such offer or agreement as if the authority had not expired). This authority is in addition to any such existing authority.

By order of the Board

Robert Lyne

Company Secretary

28 February 2018

Registered in England and Wales No. 09777975

Registered Office: 20 Berkeley Square London W1J 6EQ

NOTES TO THE NOTICE OF GENERAL MEETING

Entitlement to attend and vote

1. Only those shareholders registered in the Company's register of members as at 6.30 p.m. on 14 March 2018, or, if this meeting is adjourned, 6:30 p.m. on the day which is two days' prior to the adjourned meeting, shall be entitled to attend and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Entry to the GM, security arrangements and conduct of proceedings

1. To facilitate entry to the meeting, shareholders are requested to bring with them suitable evidence of their identity. Persons who are not shareholders of the Company (or their appointed proxy) will not be admitted to the GM unless prior arrangements have been made with the Company. For security reasons, all hand luggage may be subject to examination prior to entry to the GM. Cameras, tape recorders, laptop computers and similar equipment may not be taken into the GM. We ask all those present at the GM to facilitate the orderly conduct of the meeting and reserve the right, if orderly conduct is threatened by a person's behaviour, to require that person to leave.

Website giving information regarding the meeting

1. A copy of this notice and other information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at www.arixbioscience.com. Shareholders may not use any electronic address provided in either this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Appointment of proxies

1. A shareholder is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the General Meeting. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

The appointment of a proxy will not preclude a shareholder from attending and voting in person at the General Meeting.

1. A Form of Proxy is enclosed with this Notice. In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined in the order in which the names appear on the register. A space has been included in the Form of Proxy to allow members to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK on 0371 384 2030 (UK) and +44 (0)121 415 7047 if you are calling from outside the UK. Lines open 8:30 a.m. to 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales).

For additional Forms of Proxy you may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in the Company in respect of which the proxy is appointed. All Forms of Proxy should be returned together in the same envelope.

1. To appoint a proxy: either (a) the Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited with the Company's Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK; or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with note 12 below; or (c) online proxies must be lodged in accordance with note 10 below in each case so as to be received no later than 48 hours before the time of the holding of the GM or any adjournment thereof.

Please note that all proxy forms and appointments, whether postal or electronic, must be received by 10.00 a.m. (UK time) on 14 March 2018.

1. As an alternative to completing the hard copy Form of Proxy, a shareholder may appoint a proxy or proxies electronically by visiting www.sharevote.co.uk. Shareholders will need to enter their unique voting reference number as printed on the Form of Proxy and agree to certain terms and conditions. For an electronic proxy appointment to be valid, the member's electronic message confirming the details of the appointment completing in accordance with the instructions for the electronic appointment of a proxy (at the above website) must be transmitted so as to be received by no later than 10.00 a.m. on 14 March 2018 (or, if the General Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).

Corporate representatives

1. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.

Nominated persons

1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the 2006 Act ('nominated persons'). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Online voting

1. The website address for online voting is www.sharevote.co.uk. Shareholders will need to enter the Voting ID, Task ID and Shareholder Reference Number as printed on the Form of Proxy, and to agree to certain terms and conditions.

Total voting rights

1. Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. Each Ordinary Share confers one vote on a poll. The total number of issued Ordinary Shares in the Company on 27 February 2018 (of which 7,451,521 are shares subject to restrictive undertakings), which is the latest practicable date before the publication of this document, is 96,153,090. Therefore, the total number of votes exercisable as at 27 February 2018 is 88,701,569.

As at the Latest Practicable Date, there have been no further changes in the major shareholdings of the Company since 22 March 2017, date of the latest TRI notification.

CREST proxy instructions

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

2. 1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in note 6 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
3. 1. CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
4. 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Questions

1. Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

NOTES ON HOW TO COMPLETE THE APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION

Completed Application Forms should be returned, by post (or by hand during normal business hours only) to Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received no later than 11:00 a.m. on 15 March 2018, together in each case with payment by cheque or duly endorsed banker's draft in full in respect of the Application. If you post your Application form, you are recommended to use first class post and to allow at least four days for delivery. Application Forms received after this date may be rejected.

HELP DESK: If you have a query concerning the completion of this Application Form, please telephone the receiving agent on +44 (0)371 384 2050. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8:30 a.m. – 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

1. APPLICATION

Fill in (in figures) in Box 1 the amount of money being subscribed for the New Ordinary Shares. The amount being subscribed must be for a minimum of £1,000 and thereafter in multiples of £100. Financial Intermediaries who are investing on behalf of clients should make separate Applications for each client.

2A. HOLDER DETAILS

Fill in (in block capitals) the full name(s) of each holder and the address of the first named holder. Applications may only be made by persons aged eighteen or over. In the case of joint holders only the first named may bear a designation reference. A maximum of four joint holders is permitted. All holders named must sign the Application Form in section 3.

2B. CREST

If you wish your New Ordinary Shares to be deposited in a CREST account in the name of the holders given in section 2A, enter in section 2B the details of that CREST account. Where it is requested that New Ordinary Shares be deposited into a CREST account please note that payment for such New Ordinary Shares must be made prior to the day such Ordinary Shares might be allotted and issued. It is not possible for an Applicant to request that Ordinary Shares be deposited in their CREST account on an against payment basis. Any Application Form received containing such a request will be rejected.

3. SIGNATURE

All holders named in section 2A must sign section 3 and insert the date. The Application Form may be signed by another person on behalf of each holder if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection (which originals will be returned by post at the addressee's risk). A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated and a copy of a notice issued by the corporation authorising such person to sign should accompany the Application Form.

4. CHEQUE/BANKER'S DRAFT, PAYMENT DETAILS

All payments by cheque or banker's draft must accompany your Application Form and be for the exact amount inserted in Box 1 of the relevant Application Form. Applications accompanied by a post-dated cheque will not be accepted. Your cheque or banker's draft must be made payable to Equiniti Ltd Re Arix Bioscience plc Offer for Subscription in respect of an Application and crossed "A/C Payee Only". If you use a banker's draft or a building society cheque you should ensure that the bank or building society issuing the payment enters the name, address and account number of the person whose account is being debited on the reverse of the banker's draft or cheque and adds its stamp. Cheques should be drawn on the personal account to which you have sole or joint title to the funds. Your cheque or banker's draft must be drawn in pounds sterling on an account at a bank branch in the United Kingdom which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies and must bear a United Kingdom bank sort code number in the top right hand corner. Third party cheques may not be accepted with the exception of building society cheques or bankers' drafts where the bank or building society has confirmed the name of the account holder by stamping and endorsing the back of the cheque to such effect. Your payment must relate solely to the relevant Application. No receipt will be issued.

5. RELIABLE INTRODUCER DECLARATION

Applications with a value greater than the higher of £12,500 or €15,000 will be subject to verification of identity requirements. This will involve you providing the verification of identity documents listed below UNLESS you can have the declaration provided at section 5 of the Application Form given and signed by a firm acceptable to the Company (or any of its agents). In order to ensure your Application is processed in a timely and efficient manner all Applicants are strongly advised to have the declaration provided in section 5 of the Application Form completed and signed by a suitable firm. If the declaration in section 5 cannot be completed and the value of the application is greater than the higher of £12,500 or €15,000 the documents listed below must be provided with the completed Application Form, as appropriate, in accordance with internationally recognised standards for the prevention of money laundering. Notwithstanding that the declaration in section 5 has been completed and signed the Company (or any of its agents) reserves the right to request of you the identity documents listed below and/or to seek verification of identity of each holder and payor (if necessary) from you or their bankers or from another reputable institution, agency or professional adviser in the applicable country of residence. If satisfactory evidence of identity has not been obtained within a reasonable time your Application may be rejected or revoked. Where certified copies of documents are requested below, such copy documents should be certified by a senior signatory of a firm which is either a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm which is itself subject to regulation in the conduct of its business in its own country of operation and the name of the firm should be clearly identified on each document certified.

5A. FOR EACH HOLDER BEING AN INDIVIDUAL ENCLOSE:

• (1) a certified clear photocopy of one of the following identification documents which bear both a photograph and the signature of the person: current passport – Government or Armed Forces identity card – driving licence; and
• (2) certified copies of at least two of the following documents which purport to confirm that the address given in section 2A is that person's residential address: a recent gas, electricity, water or telephone (not mobile) bill – a recent bank statement – a council rates bill – or similar document issued by a recognised authority; and
• (3) if none of the above documents show their date and place of birth, enclose a note of such information; and
• (4) details of the name and address of their personal bankers from which the Company (or any of its agents) may request a reference, if necessary.

5B. FOR EACH HOLDER BEING A COMPANY (A HOLDER COMPANY) ENCLOSE:

• (1) a certified copy of the certificate of incorporation of the holder company; and
• (2) the name and address of the holder company's principal bankers from which the Company (or any of its agents) may request a reference, if necessary; and
• (3) a statement as to the nature of the holder company's business, signed by a director; and
• (4) a list of the names and residential addresses of each director of the holder company; and

• (5) for each director provide documents and information similar to that mentioned in 5A above; and

• (6) a copy of the authorised signatory list for the holder company; and

• (7) a list of the names and residential/registered address of each ultimate beneficial owner interested in more than five per cent. of the issued share capital of the holder company and, where a person is named, also complete 5C below and, if another company is named (hereinafter a beneficiary company), also complete 5D below. If the beneficial owner(s) named do not directly own the holder company but do so indirectly via nominee(s) or intermediary entities, provide details of the relationship between the beneficial owner(s) and the holder company.

5C. FOR EACH PERSON NAMED IN 5B(7) AS A BENEFICIAL OWNER OF A HOLDER COMPANY ENCLOSE FOR EACH SUCH PERSON DOCUMENTS AND INFORMATION SIMILAR TO THAT MENTIONED IN 5B(1) TO 5B(4)

5D. FOR EACH BENEFICIARY COMPANY NAMED IN 5B(7) AS A BENEFICIAL OWNER OF A HOLDER COMPANY ENCLOSE:

• (1) a certified copy of the certificate of incorporation of that beneficiary company; and
• (2) a statement as to the nature of that beneficiary company's business signed by a director; and
• (3) the name and address of that beneficiary company's principal bankers from which the Company (or any of its agents) may request a reference, if necessary; and
• (4) enclose a list of the names and residential/registered address of each beneficial owner owning more than 5 per cent. of the issued share capital of that beneficiary company.

The Company (or any of its agents) reserves the right to ask for additional documents and information.

6. CONTACT DETAILS

To ensure the efficient and timely processing of your Application Form, please provide contact details of a person the Company (or any of its agents) may contact with all enquiries concerning your Application. Ordinarily this contact person should be the person signing in section 3 on behalf of the first named holder. If no details are entered here and the Company (or any of its agents) requires further information, any delay in obtaining that additional information may result in your Application being rejected or revoked.

APPENDIX – APPLICATION FORM

Please send this completed form by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or by hand (during normal business hours) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA so as to be received no later than 11.00 a.m. (London time) on 15 March 2018.

The Directors may, with the prior approval of the Bookrunners alter such date and thereby shorten or lengthen the offer period. In the event that the offer period is altered, the Company will notify investors of such change.

Important: Before completing this form, you should read the prospectus dated 28 February 2018 (the "Prospectus") and the Terms and Conditions of the Offer for Subscription set out in this document and accompanying notes to this form.

To: Arix Bioscience Plc and the Receiving Agent

1. APPLICATION

✃

I/We the person(s) detailed in section 2A below offer to subscribe the amount shown in Box 1 for Ordinary Shares subject to the Terms and Conditions of Applications relating to the Offer for Subscription set out in the Prospectus and subject to the Articles in force from time-to-time.

2A. DETAILS OF HOLDER(S) IN WHOSE NAME(S) ORDINARY SHARES WILL BE ISSUED (BLOCK CAPITALS)

1:	Mr, Mrs, Ms or Title:	Forenames (in full):
	Surname/Company name:
	Address (in full):
		Postcode:
	Designation (if any):
	Date of birth:
	E-mail contact address:

FOR OFFICIAL USE ONLY

Log No.

Box 1 (minimum of £1,000 and in multiples of £100 thereafter)

£

2: Mr, Mrs, Ms or Title:	Forenames (in full):
Surname/Company name:
House number and Postcode:
Date of birth:
3: Mr, Mrs, Ms or Title:	Forenames (in full):
Surname/Company name:
House number and Postcode:
Date of birth:
4: Mr, Mrs, Ms or Title:	Forenames (in full):
Surname/Company name:
House number and Postcode:
Date of birth:

2B. CREST ACCOUNT DETAILS INTO WHICH ORDINARY SHARES ARE TO BE DEPOSITED (IF APPLICABLE)

Only complete this section if Ordinary Shares allotted are to be deposited in a CREST Account which must be in the same name as the holder(s) given in Section 2A.

(BLOCK CAPITALS)

CREST Participant ID:

CREST Member Account ID:

3. SIGNATURE(S): ALL HOLDERS MUST SIGN

By completing the signature/execution boxes below you are deemed to have read the Prospectus and agreed to the terms and conditions in Part XII of the Prospectus (Terms and Conditions of Application under the Offer for Subscription) and to have given the warranties, representations and undertakings set out therein.

Signature by an individual (or joint individual applicants)

First Applicant Signature:	Date:
Second Applicant Signature:	Date:
Third Applicant Signature:	Date:
Fourth Applicant Signature:	Date:

Execution by a Company:

Executed by (Name of Company):
Name of Authorised signatory:	Name of Authorised signatory
Position of Authority:	Position of Authority:
Signature:	Signature:
Date:	Date:
Affix Company Seal here:

A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated and a copy of a notice issued by the corporation authorising such person to sign should accompany the Application Form.

4. PAYMENT DETAILS

Cheque/Banker's Draft

✃

Pin or staple to this form your cheque or banker's draft for the exact amount shown in Box 1 made payable to Equiniti Ltd Re Arix Bioscience plc Offer for Subscription Application. Cheques and banker's payments must be drawn in Sterling on an account at a bank branch in the United Kingdom and must bear a United Kingdom bank sort code number in the top right hand corner. If you use a banker's draft or a building society cheque you should ensure that the bank or building society issuing the payment enters the name, address and account number of the person whose account is being debited on the reverse of the banker's draft or cheque and adds its stamp.

Electronic Transfer

Please enter below the sort code of the bank and branch you will be instructing to make such payment for value by 11.00 a.m. on 15 March 2018 together with the name and number of the account to be debited with such payment and the branch contact details.

Sort Code:	Account Name:
Account Number:	Contact name at branch and telephone number:
Reference Number*:

* Reference Number must be obtained from Equiniti Limited before submitting this Application Form as detailed in Part XII.

Settlement by delivery versus payment ("DVP")

If you choose to settle your application within CREST, that is DVP, you or your settlement agent/ custodian's CREST account must allow for the delivery and acceptance of Ordinary Shares to be made against payment at 225 per New Ordinary Share following the CREST matching criteria set out below.

Trade date: 16 March 2018 Settlement Date: 20 March 2018 Company: Arix Bioscience Plc Security description: Ordinary Shares SEDOL: BD04507 ISIN: GB00BD045071

Applicants wishing to settle DVP will still need to complete and submit a valid Application Form to be received by no later than 11.00 a.m. on 15 March.

Applicants will also need to ensure that their settlement instructions have been input to Equiniti Limited's Participant account (6RA64), Member Account ID RA280501 by no later than 1.00 p.m. on 19 March 2018. Note: Equiniti Limited will not take any action until a valid DEL message has been alleged to the Participant account by the applicant.

No acknowledgement of receipt or input will be provided.

Applicants should also ensure that their settlement agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to their usual daily trading and settlement requirements.

In the event of late/non settlement, the Company reserves the right to deliver New Ordinary Shares outside of CREST in certificated form provided that payment has been made in terms satisfactory to the Company and all other conditions of the Offer for Subscription have been satisfied.

If you require a share certificate you should not use this facility.

5. RELIABLE INTRODUCER DECLARATION

Completion and signing of this declaration by a suitable person or institution may avoid presentation being requested of the identity documents detailed in section 5 of the notes on how to complete this Application Form.

The declaration below may only be signed by a person or institution (being a regulated financial services firm) (the firm) which is itself subject in its own country to operation of "customer due diligence" and anti-money laundering regulations no less stringent than those which prevail in Guernsey. Acceptable countries include Austria, Belgium, Canada, Cyprus, Denmark, Finland, France, Germany, Gibraltar, Guernsey, Hong Kong, Iceland, Ireland, Isle of Man, Italy, Japan, Jersey, Luxembourg, Malta, the Netherlands, New Zealand, Norway, Portugal, Singapore, the Republic of South Africa, Spain, Sweden, Switzerland and the UK.

Declaration: To the Company and the Receiving Agent

With reference to the holder(s) detailed in section 2A, all persons signing at section 3 and the payor if not also the Applicant (collectively the subjects) WE HEREBY DECLARE:

• (i) we operate in one of the above mentioned countries and our firm is subject to money laundering regulations under the laws of that country which, to the best of our knowledge, are no less stringent than those which prevail in England;
• (ii) we are regulated in the conduct of our business and in the prevention of money laundering by the regulatory authority identified below;
• (iii) each of the subjects is known to us in a business capacity and we hold valid identity documentation on each of them and we undertake to immediately provide to you copies thereof on demand;
• (iv) we confirm the accuracy of the names and residential/business address(es) of the holder(s) given at section 2A and if a CREST Account is cited at section 2B that the owner thereof is named in section 2A;
• (v) having regard to all local money laundering regulations we are, after enquiry, satisfied as to the source and legitimacy of the monies being used to subscribe for the Ordinary Shares mentioned; and
• (vi) where the payor and holder(s) are different persons we are satisfied as to the relationship between them and reason for the payor being different to the holder(s).

The above information is given in strict confidence for your own use only and without any guarantee, responsibility or liability on the part of this firm or its officials.

Signed:

Name:

Position:

✃

having authority to bind the firm.

Name of regulatory authority:

Firm's Licence number:

Website address or telephone number of regulatory authority:

STAMP of firm giving full name and business address

6. CONTACT DETAILS

To ensure the efficient and timely processing of this application please enter below the contact details of a person the Receiving Agent may contact with all enquiries concerning this application. Ordinarily this contact person should be the person signing in section 3 on behalf of the first named holder. If no details are provided here but a regulated person is identified in section 5, the Receiving Agent will contact the regulated person. If no details are entered here and no regulated person is named in section 5 and the Receiving Agent requires further information, any delay in obtaining that additional information may result in your application being rejected or revoked.

Contact name:	E-mail address:
Contact address:
	Postcode:
Telephone No:	Fax No:

20 Berkeley Square London W1J 6EQ London

250 West 55th Street 33rd Floor New York NY 10019 New York