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Syncona Limited Share Issue/Capital Change 2016

Nov 30, 2016

6283_rns_2016-11-30_6e8c0373-bf9d-40f5-ac78-1b28b10f810d.pdf

Share Issue/Capital Change

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Page 4

TO BE COMPLETED, IF APPLICABLE, BY THE APPLICANT(S)

Box 2 Box 3 Box 4 Box 5
Number of Open Offer Shares for which application
has been made pursuant to your Open Offer Entitlement
(your entitlement is set out in Box 7)
Number of Open Offer Shares (if any) for which
application is being made under the
Excess Application Facility
Total number of Open Offer
Shares for which your application is being
made (Box 2 + Box 3)
Amount enclosed (at 131.15p per
Open Offer Share applied for)
(Box 4 x 131.15p)

APPLICATION FORM

Box 6 Box 7
Your registered holding of Ordinary Shares at the
close of business on the Record Date of 24 November 2016
Entitlement to Open Offer Shares
(entitlement rounded down to nearest whole number)
Box 8
Amount payable if you apply for your
Open Offer Entitlement set out in Box 7 (Box 7 x 131.15p)
£

BACIT Limited

(a registered closed-ended collective investment scheme incorporated as a company limited by shares under the laws of Guernsey with registered number 55514)

Open Offer to Qualifying Shareholders of up to 121,938,563 Open Offer Shares at an Offer Price of 131.15 pence per Open Offer Share

This Application Form represents a conditional right to subscribe for Open Offer Shares pursuant to the Open Offer and must be used if you wish to apply for Open Offer Shares under the Open Offer for shares held in certificated form. It is not a document of title and cannot be traded.

The attention of Overseas Shareholders (being those shareholders who are resident in or citizens of countries outside the UK) is drawn to the section entitled 'Overseas Shareholders' set out in Part VII of the Prospectus and to the representation and warranty to be given by all applicants in paragraph 10 of the Application Letter below.

Queries in relation to this Application Form should be referred to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by telephone on 0371 664 0321 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. We are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Box 9
Send by post or (during normal business hours only) deliver by hand to:
Capita Asset Services,
Corporate Actions
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Latest time and date for splitting Application Forms (bona fide market claims only) ........................................... Latest time and date for application and payment in full ..................................................................

Expected despatch on definitive certificates

3.00 p.m. on 12 December 2016 11.00 a.m. on 14 December 2016 by 28 December 2016

PLEASE SIGN HERE ONLY if you are the person(s) named in Box 1: otherwise see Box 11 on page 4

(a) Execution by Individuals (b) Execution by a Company
First or sole holder
(1)
The common seal of the company named below was affixed OR executed and delivered as a deed on
behalf of the company name below.
Usual Signature Name of Company
ALL JOINT HOLDERS MUST SIGN
Joint holders (if any)
Signature of Director
(2) Name of Director
Usual Signature in the presence of/by
(3)
Usual Signature
Signature of second Director/Secretary
(4) Name of second Director/Secretary
Usual Signature
Dated

THIS APPLICATION FORM IS PERSONAL TO THE ELIGIBLE SHAREHOLDER(S) NAMED BELOW AND MAY NOT BE ASSIGNED, TRANSFERRED OR SPLIT EXCEPT TO SATISFY BONA FIDE MARKET CLAIMS IN RELATION TO PURCHASES OR TRANSFERS OF ORDINARY SHARES MADE PRIOR TO THE EX-ENTITLEMENT DATE. THIS APPLICATION FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT IS NOT A NEGOTIABLE DOCUMENT OR A DOCUMENT OF TITLE AND CANNOT BE TRADED. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO OBTAIN YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR INDEPENDENT FINANCIAL ADVISER WHO IS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. If you have sold or transferred some or all of your holding of Ordinary Shares, prior to the ex-entitlement date, please read and comply with the instructions for transfer and splitting of Application Forms set out herein. The benefits arising under the Open Offer may in the event of such a sale or transfer be claimed from you by the purchaser or transferee under the rules of London Stock Exchange plc, in which case this Application Form will be transferred as appropriate. Information relating to BACIT Limited (the "Company") and full details of the Open Offer to which this Application Form relates are contained in the document, which comprises a Prospectus to Qualifying Shareholders dated 28 November 2016 (the "Prospectus"). Terms defined in the Prospectus have the same meaning when used in this Application Form and the terms and conditions of the Open Offer set out in the Prospectus also apply to this Application Form. Copies of the Prospectus are available for inspection and can be obtained at the Company's registered address and its website. An application will be made to the Main Market of London Stock Exchange plc (the "Main Market") for the Open Offer Shares to be admitted to trading. It is expected that such admission will become effective and that dealings in such shares will commence at 8.00 a.m. on 19 December 2016. The Open Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or qualified for sale under the law of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Neither the United States Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved this Application Form, the Prospectus or the securities discussed herein or passed on the accuracy or adequacy of the contents of this Application Form or the Prospectus. Any representation to the contrary is unlawful. Box 1 Name(s) and address(es) of Registered holder(s): IVC: Allotment Number:

ACTION TO BE TAKEN: If you wish to apply for Open Offer Shares you must complete Boxes 2, 3, 4 and 5 (as appropriate) and then sign above, date and return this Application Form together with a
sterling cheque or banker's draft, in accordance with paragraph 2 overleaf, for the sum inserted by you in Box 5. You should read the Prospectus carefully before you take any action. If you do not wish to
apply for any Open Offer Shares, you should not return this Application Form.
Box 10
-------- --

I/We hereby declare that I/we have sold or otherwise transferred (delete as applicable - see instructions for Transfer and Splitting on page 3) either (a) all of the holding of the Ordinary Shares set out in Box 6 on page 1 or (b) part of the holding of the Ordinary Shares set out in Box 6 on page 1. I/We therefore surrender this Application Form on the terms set out under "Instructions for Transfer and on Splitting" page 3

First or sole holder:

Signature (1)
Signature (2)

Signature (3) ......................................................

Signature (4) ......................................................

Date ................................................................... If you hold sold any part of your holding, Please state the number of Ordinary Shares sold

...........................................................................

Box 11
NOT FOR USE BY THE PERSON(S) NAMED OVERLEAF
TO BE COMPLETED ONLY BY ELIGIBLE NON-CREST SHAREHOLDER
in the Prospectus and subject to the articles of incorporation of the Company. In the event of the sale or transfer of any of the Ordinary Shares set out in Box 6 on page 1, this box should be completed
by the purchaser(s) or transferee(s) of the Ordinary Shares and shall constitute an application on the terms set out herein
and in the Prospectus (including the undertakings, representations and warranties set out in this Application Form and
Open Offer Shares. I/We authorise the Company to place my/our names on the register of members of the Company in respect of such
(a)Execution by individuals (state Mr, Mrs, Miss or title).
1. Forename(s) in full
Surname
Address
Postcode
Signature Date
2. Forename(s) in full
Surname
3. Forename(s) in full
Surname
4. Forename(s) in full
Surname
(b) Execution by a Company
the company named below. The common seal of the company named below was affixed OR executed and delivered as a deed on behalf of
Name of Company In the presence of/by
Signature of Director Signature of second Director/Secretary
Name of Director Name of second Director/Secretary
Box 13
CREST DEPOSIT FORM Before completing this form, please refer to the notes on page 3 of this Application Form. This form should only be
completed by either: (i) the person(s) named in Box 1 (where such person(s) is/are a CREST member) if he wishes to
convert the Open Offer Entitlement shown in Box 7 of this Application Form into uncertificated form (that is, to deposit
them in CREST); or (ii) the person (or persons jointly) entitled to the Open Offer Entitlement by virtue of a bona fide
market claim and who (being a CREST member) wish(es) to hold the Open Offer Entitlement shown in Box 7 of this
Application Form in uncertificated form and in such case Box 10 above must have been duly completed or have been
marked "Declaration of Sale duly made". Do not complete Box 11 if you are completing the CREST Deposit Form.
(a) Counter Location Stamp (b) SDRN Bar Code or Reference
must be a CREST member. (c) Full name(s) of the person(s) who wish(es) to convert Open Offer Entitlements to uncertificated form. Such person(s)
(d) Participant ID – (e) Member Account ID – (f) Stamp of depositing CREST participant(s)

Box 12

Name and address of the person or agent lodging this Application Form (if other than the person named in Box 1 on page 1 or Box 11 opposite and/or to whom the definitive share certificate/ returned cheque (if any) should be sent.

Please insert your FCA License Number (if applicable):

Box 15
Stamp of selling broker or other agent
Box 16
Stamp of buying broker or other agent
Box 14
CONSOLIDATION LISTING FORM
(instructions on page 3)
Allotment number
of shares
Number of Open
Offer Shares
Total number
of Application 'Forms
Total number of Open
Offer Shares

To the Directors of the Company

I/we (being the person(s) lodging this form) request you to enter on the relevant register of securities that the Open Offer Entitlements shown in Box 7 of this Application Form are held in uncertificated form by the CREST member specified above as a result of conversion of such Open Offer Entitlements into uncertificated form.

Notes for completion of this form:

(a) The Counter Location Stamp identifies the CCSS Counter where this letter has been processed and is applied by the Counter.

(b) The Stock Deposit Reference Number (SDRN) should be written or bar-coded in this space.

(c) No address is required as the CREST member will be identifiable by its participant ID.

(e) This should contain the Broker ID of the depositing CREST participant.

The depositing CREST participant by delivering this letter to Euroclear authorises Euroclear to deliver this letter to the Company and agrees to be deemed for all purposes to be the person(s) actually so delivering this letter. Euroclear is delivering this letter at the direction and on behalf of the depositing CREST participant whose stamp appears herein and does not in any manner or to any extent warrant or represent the validity, genuineness or correctness of the Instructions contained herein or the genuineness of the signature(s) of the transferor(s).

Page 2

APPLICATION LETTER

BACIT Limited

    1. I/We being the registered holder(s) at the close of business on the Record Date of the number of Ordinary Shares set out in Box 6 on page 1 (or the beneficial owner of any of those Ordinary Shares by virtue of a bona fide market claim), hereby apply to subscribe for the number of Open Offer Shares inserted in Box 4 on page 1, agree to accept the same on the terms and subject to the conditions set out in this Application Form and in the Prospectus dated 28 November 2016 and subject to the articles of incorporation of the Company. If no number is inserted in Box 4 (or if a number is inserted in Box 4 which is inconsistent with the amount of the remittance which accompanies this Application Form and shown in Box 5), I/we agree that I/we shall be deemed to have applied for the lesser of: (a) the number of Open Offer Shares shown in Box 4; or (b) such number of Open Offer Shares which could be subscribed by me/us with the remittance which accompanies this Application Form.
    1. I/We enclose a cheque or banker's draft payable to "Capita Registrars Limited re: BACIT Limited Open Offer A/C" and crossed payee only for the sum inserted in Box 5 on page 1, being the amount payable in full on application for such Open Offer Shares.
    1. In consideration of your agreeing to deal with this application to subscribe for the aggregate number of Open Offer Shares stated in Box 4 or as otherwise calculated as set out in this Application Form and subject to the terms and conditions of the Open Offer set out in Part VII of the Prospectus and this Application Form, I/we undertake that this application shall be irrevocable and agree that the completion and return of this Application Form with its accompanying remittance shall constitute a contract between me/us and the Company which shall become binding upon receipt by Capita Asset Services of this Application Form and the accompanying remittance and the Open Offer becoming or being declared unconditional in all respects. I/We acknowledge that you reserve the right to treat any application not strictly complying with the terms and conditions of this Application Form and the terms and conditions of the Open Offer set out in Part VII of the Prospectus as nevertheless valid.
    1. I/We request and authorise the Company or its agents to send to me/us a definitive certificate in respect of the Open Offer Shares for which this application is accepted which, in the case of any certificates, will be sent by post at my/our risk to the address given above or to the agent whose name appears in Box 12 on page 4 of this form and to procure my/our name(s) to be placed on the register of members of the Company as holder(s) of the said Open Offer Shares. Pending despatch of definitive certificates, transfers will be certified against the register of members of the Company.
    1. I/We represent and warrant that due completion of this Application Form accompanied by a sterling cheque or banker's draft constitutes a warranty that the cheque or banker's draft will be honoured on first presentation, that this shall constitute a fundamental term of the application and that this application may be deemed invalid if such cheque or banker's draft is not so honoured. I/We acknowledge that you reserve the right to instruct Capita Asset Services to seek special clearance of cheques to allow the Company to obtain value for remittance at the earliest opportunity.
    1. I/We authorise the Company and/or its agents to present the enclosed sterling cheque or banker's draft on receipt and to withhold definitive share certificates pending clearance thereof. In the event that any of the conditions of the Open Offer set out in Part VII of the Prospectus are not fulfilled by 19 December 2016 I/we authorise the Company or its agents to return all application monies without payment of interest to me/us by post at my/our risk either to the address given above or to the agent whose name appears in Box 12 on page 4 of this form.
    1. In the event that the number of Open Offer Shares applied for by me/us under the Excess Application Facility is scaled back in accordance with the terms and conditions of the Open Offer I/we authorise the Company or its agents to return the part of the application money which relates to the Excess Entitlements not allotted to me/us as a result of the scaling back without payment of interest to me/us by post at my/our risk either to the address given above or to the agent whose name appears in Box 12 on page 4 of this form.
    1. By lodging this Application Form, I/we undertake to provide such information as may be required by Capita Asset Services to comply with the provisions of the Money Laundering Regulations 2007 as amended from time to time. Failure to provide the relevant information within a reasonable period of time following a request of verification of identity may result in rejection of an application, in which event the monies payable on application will be returned without interest by cheque to the applicant(s).
    1. I/We acknowledge that the dates and times referred to in this Application Form may be altered by the Company and in any event the Company reserves the right to accept applications under the Open Offer at a time prior to 11 a.m. on 14 December 2016.
    1. I/We represent and warrant that I/we are not, nor am I/are we applying on behalf of any person who is, a citizen or resident, or which is a corporation, partnership or other entity created or organised in or under any laws, of any Restricted Jurisdiction or any jurisdiction in which the application for Open Offer Shares is prevented by law and I am/we are not applying with a view to re-offering, re-selling, transferring or delivering any of the Open Offer Shares which are the subject of this application to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any Restricted Jurisdiction or any jurisdiction in which the application for Open Offer Shares is prevented by law (except where proof satisfactory to the Company has been provided to the Company that I am/we are able to accept the invitation by the Company free of any requirement which it (in its absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor such person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares under the Open Offer.
    1. I/We represent and warrant that, except where the extension or availability of the Open Offer would not breach any applicable laws or regulations I/we have not received from or sent copies of this Application Form into the US, Australia, Canada, Japan, South Africa or any Restricted Jurisdiction and I/we have not otherwise utilised in connection with the Open Offer, directly or indirectly, the mail or any other means of instrumentality of interstate or foreign commerce or any facilities of a national securities exchange in the US, Australia, New Zealand, Canada, Japan, South Africa or any Restricted Jurisdiction. I/We further acknowledge that, subject to certain exceptions set out in the Prospectus, no application will be treated as valid which is received in an envelope postmarked in, or which otherwise appears to the Company or its agents to have been despatched in or from the US, Australia, New Zealand, Canada, Japan, South Africa or any Restricted Jurisdiction and the Company reserves the right to treat an Application Form as invalid if it believes the making of such an application may violate any legal or regulatory requirements in any jurisdiction.
    1. I/We represent and warrant that I/we am/are not in breach of the provisions of note 1 under "Instructions for Transfer and Splitting" on page 3 of this Application Form. I/We represent and warrant that I/we am/are not, and nor am I/we 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 93 (depository receipts) or Section 96 (clearance services) of the Finance Act 1986.
    1. I/We confirm that in making this application I/we am/are not relying on any information or representation in relation to the Company other than that contained in the Prospectus and I/we agree that no person responsible solely or jointly for the Prospectus, or any part thereof or involved in the preparation thereof, shall have any liability for any such other information. I/We agree that having had the opportunity to read the Prospectus I/we shall be deemed to have had notice of all the information contained therein.

NOTE: If you cannot give the warranties and representations set out above you may not make this application.

INSTRUCTIONS FOR AND NOTES ON COMPLETION OF THIS APPLICATION FORM

    1. This Application Form should be completed and lodged with Capita Asset Services as detailed in Box 9 on page 1, together with a remittance for the number of Open Offer Shares applied for multiplied by the Offer Price of 131.15 pence per share, so as to arrive not later than 11 a.m. on 14 December 2016. If you post your Application Form you are recommended to allow at least four working days for delivery. No receipt will be given for this Application Form.
    1. Applications may be made for Excess Entitlement in excess of your Open Offer Entitlement subject to the maximum inserted in Box 3. If you wish to apply for more than your Open Offer Entitlement, you should complete Boxes 2, 3, 4 and 5.
    1. All payments must be made in pounds sterling and must be made by cheque or bankers' draft, made payable to "Capita Registrars Limited re: BACIT Limited Open Offer A/C" and crossed "AC Payee Only". Cheques and bankers' drafts must be drawn on a bank or building society in the UK 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 or bankers' drafts to be cleared through the facilities provided for the members of those companies and must bear the appropriate sort code in the top right hand corner and be for the full amount payable on application. Third party cheques may not be accepted with the exception of building society or banker's drafts where the building society or bank has confirmed the name of the account holder and their title to such funds by stamping and endorsing the back of the building society cheque or banker's draft to such effect. The account name must be the same as that set out in Box 1 of the Application Form.
    1. A corporation should sign under seal or as a deed or sign under the hand of a duly authorised official who should state his capacity. In the case of joint holders, all must sign.
    1. If this Application Form is signed under a power of attorney, such power of attorney or a duly certified copy thereof must accompany this Application Form.
    1. All documents or remittances sent by or to an applicant, or as he may direct, will be sent through the post and at his risk. The Company reserves the right to treat as invalid any acceptance or purported acceptance of Open Offer Shares comprised in an Application Form which either (a) appears to the Company or its agents to have been executed, effected or despatched in a manner which may involve a breach of the securities legislation of any jurisdiction or (b) does not contain the relevant warranty relating to Overseas Shareholders.
    1. This Application Form may be split or transferred or consolidated, but only in connection with bona fide market clams. Instructions for transfer, splitting and consolidation are set out below.
    1. It is expected that definitive certificates in respect of Open Offer Shares will be despatched to the registered address of the sole or first named Shareholder shown above, or where Box 11 has been completed, to the address of the person shown therein, by no later than 28 December 2016.
  • All applications in respect of the Open Offer, all acceptances thereof and all contracts resulting from such acceptances shall be governed and construed in accordance with English law. This Application Form should not be sent in or into the US, Australia, New Zealand, Canada, Japan, South Africa or any other Restricted Jurisdiction. No person receiving a copy of the Prospectus and/or the Application Form in any territory other than in the UK may treat the same as constituting an invitation to him, nor shall he in any event use such Application Form, unless in the relevant territory such an invitation could lawfully be made to him or such Application Form could lawfully be used without contravention of any unfulfilled registration or other legal requirements. It is the responsibility of any person receiving a copy of the Prospectus and/or the Application Form outside the UK and wishing to make an application for Open Offer Shares to satisfy himself as to full observance of the laws of the relevant territory, including the obtaining of any governmental or other consents which may be required or paying any issue, transfer or other taxes due in such territory or observing any other formalities needing to be observed in such territory. The attention of Shareholders in any territory other than the UK is drawn to the restrictions on applications set out in the Prospectus.

INSTRUCTIONS FOR TRANSFER AND SPLITTING

    1. This Application Form may be transferred or split, but only to satisfy a bona fide market claim. If you have sold or otherwise transferred all of the Ordinary Shares shown in Box 6 on page 1 prior to the ex-entitlement date, you should complete the declaration in Box 10 on page 4 with the words set out after "(b)" in the first sentence deleted and send this Application Form to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected on your behalf. Box 11 on page 4 must be completed by the person(s) (non-CREST Shareholders) to whom the shares have been sold if he/she/they wish(es) to apply on this Application Form.
    1. Split Application Forms may be obtained (but only to satisfy bona fide market claims) on surrender of this Application Form by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (with Box 10 on page 4 fully completed and with the words set out after "(a)" and before "(b)" in the first sentence deleted). The number of Open Offer Shares to be included in each split Application Form must be stated and the aggregate must equal the number shown in Box 7 on page 1. Box 10 on page 4 of each split Application Form will be marked "Declaration of sale duly made". The latest time for splitting is shown in Box 9 on page 1.
  • sale duly made", you should complete Box 11 on page 4 and submit this Application Form in accordance with the instructions above.

  • If you are entitled to make an application for the number of Open Offer Shares in Box 7 on page 1 by virtue of a bona fide market claim and Box 10 on page 4 is marked "Declaration of

INSTRUCTIONS FOR CONSOLIDATION

These instructions should be followed when it is desired to register in the name of one holder (or joint holders) all the Open Offer Shares comprised in several Application Forms which have been received in settlement of bona fide market claims.

  1. Details of each Application Form (including the first Application Form (the "Principal Form") should be inserted in Allotment number order (lowest first) in the Consolidation Listing

  2. The Allotment number of the Principal Form should be inserted in the space provided at the bottom of the Consolidation Listing Form on each of the remaining Application Forms (Box

  3. Each Application Form must be duty completed.

    1. The Application Forms should be sorted into Allotment number order (lowest first) by reference to the Allotment number shown on page 1.
  4. on the Principal Form (Box 14).
  5. 14).
  6. remittance for the total number of Open Offer Shares applied for.
    1. If the spaces in the Consolidation Listing (see Box 14) in the Principal Form are not sufficient, the particulars should be listed on separate sheets and attached to the Principal Form.
  7. All the Application Forms should be lodged for registration in one batch with the Principal Form on top and the others in Allotment number order (lowest first) together with the

INSTRUCTIONS FOR DEPOSITING ENTITLEMENTS UNDER THE OPEN OFFER INTO CREST

    1. The entitlements under the Open Offer set out in Box 7 ("Open Offer Entitlement") of this Application Form may be converted into uncertificated form, that is, deposited into CREST (whether you are the registered holder of the Ordinary Shares set out in Box 6 or are entitled to the Open Offer Entitlements in Box 7 by virtue of a bona fide market claim). Subject as provided in paragraph 2 below, normal CREST procedures (except for the last time for stock deposits) apply in relation to any such conversion. You are recommended to refer to the CREST Manual for details of such procedures. If you are a CREST sponsored member, you should contact your CREST sponsor. The Application Letter should not be signed (signature Box 9 on page 1).
    1. If you are the registered holder(s) of the Ordinary Shares set out in Box 6, the CREST Deposit Form contained in Box 13 should be completed and then this Application Form be deposited by you or your CREST sponsor (as appropriate) with the CREST Courier and Sorting Service ("CCSS"). In addition, the normal CREST Stock Deposit procedures will need to be carried out, except that: (a) it will not be necessary to complete and lodge a separate CREST Transfer Form (prescribed under the Stock Transfer Act 1963) with the CCSS; and (b) only the total number of the Open Offer Entitlements shown in Box 7 of this Application Form may be deposited into CREST. You may deposit some only of the Open Offer Entitlements shown in Box 7 of this Application Form into CREST where you have sold part of your existing holding of Ordinary Shares prior to the ex-entitlement date only once you have applied for a split Application Form in accordance with the instructions in the paragraph headed "Instructions for Transfer and Splitting" above. If you are entitled to the Open Offer Entitlements shown in Box 7 by virtue of a bona fide market claim, the declaration in Box 10 must have been completed or (in the case of a split Application Form) marked "Declaration of Sale duly made", and then the CREST Deposit Form in Box 13 completed and the form deposited with the CCSS in accordance with the instructions above. If entitlements under the Open Offer represented by more than one Application Form received in settlement of bona fide market claims are to be deposited, the CREST Deposit Form in Box 13 on each Application Form letter must be completed and the Forms deposited. Box 10 on each Application Form must have been completed by the registered holder(s) whose name(s) appear in Box 1 but the Consolidation Listing Form should not be used.
    1. A holder of the Open Offer Entitlements shown in Box 7 of this Application Form who is proposing to convert such entitlements into uncertificated form (whether they are to be converted into uncertificated form in the name(s) of the registered holder of the Ordinary Shares set out in Box 1 or in the name of the beneficial owner of any of those existing Ordinary Shares by virtue of a bona fide market claim) should ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements in CREST following the conversion to take all necessary steps in connection with applying under the Open Offer prior to 11 a.m. on 14 December 2016. In particular, having regard to processing times in CREST and on the part of Capita Asset Services, the latest time for depositing an Application Form with the CCSS if you are entitled by virtue of a bona fide market claim (in order to enable you to take all necessary steps in connection with applying under the Open Offer prior to 11 a.m. on 14 December 2016) is 3 p.m. on 9 December 2016.
    1. When Box 10 and the CREST Deposit Form have been duly signed, the title to the Open Offer Entitlements shown in Box 7 of this Application Form will cease forthwith to be transferable by delivery and you will be unable to satisfy a claim to apply under the Open Offer by delivery of this Application Form. Furthermore, entries in Box 11 will not be recognised or acted upon by Capita. All transfers of the Open Offer Entitlements to satisfy bona fide market claims must be effected through the means of the CREST system once such rights have been deposited into CREST.

NOTE: Deposit of this Application Form with: (a) the CREST Deposit Form in Box 13 duly completed purporting to be signed by the person(s) whose name(s) appears) in Box 1; or (b) Box 10 on page 4, duly signed by the person(s) whose name(s) appear(s) in Box 1 or marked "Declaration of Sale duly made" and the CREST Deposit Form in Box 13 duty completed shall be conclusive evidence in favour of the Company and Capita Asset Services of (1) the right of the person(s) named in the CREST Deposit Form to be registered as the holders) of the Open Offer Shares shown in Box 4 of this Application Form; and (ii) the authority of the person(s) completing Box 10 (if appropriate) or the CREST Deposit Form in Box 13. All documents will be despatched by post at the risk of the person(s) entitled to them.