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Published Aug 10, 21
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(i) The Company will make a further announcement following the close of the Bookbuild detailing the Issue Price and the number of Placing Shares to be issued (the "Placing Results Announcement"). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.

The acceptance of bids shall be at the Joint Underwriters' absolute discretion, subject to consultation with the Company. (k) Irrespective of the time at which a Placee's allocation(s) pursuant to the Equity Placings is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Firm Placing will be required to be made at the time specified and all Placing Shares to be acquired pursuant to the Placing will be required to be made at the later time specified, on the basis explained below under the paragraph entitled "Registration and Settlement".

No commissions are payable to Placees in respect of the Firm Placing. (m) By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Firm Placing and/or the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.



Conditions of the Equity Placings and Termination of the Underwriting and Sponsor's Agreement Placees will only be called on to acquire the Placing Shares if the obligations of the Joint Underwriters under the Underwriting and Sponsor's Agreement have become unconditional in all respects and the Joint Underwriters have not terminated the Underwriting and Sponsor's Agreement prior to Admission.

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00 p. m. on the date of the Underwriting and Sponsor's Agreement (or such later time and/or date as the Company and the Joint Underwriters may agree in writing); (c) Admission occurring not later than 8. 00 a. m. on 18 November 2020 or such later time and/or date as the Company and the Joint Underwriters may agree (being not later than 2 December 2020); (d) each condition to enable the New Shares to be admitted as a participating security in CREST (other than Admission) being satisfied on or before Admission; (e) the representations, warranties and undertakings on the part of the Company as contained in the Underwriting and Sponsor's Agreement being true and accurate in all respects and not misleading in any respect on the date of the Underwriting and Sponsor's Agreement, on the date on which the Company despatches the Prospectus and the Application Forms, on the date of any Supplementary Prospectus, on the last time and date for receipt of completed Application Forms and payment in full and settlement of CREST instructions in respect of the Open Offer and the Offer for Subscription, and immediately prior to Admission, as if they had been repeated by reference to the facts and circumstances then existing; (f) the passing of the Resolutions (without amendment) at the General Meeting on 17 November 2020 (or with the Joint Underwriters' consent, at any adjournment of such meeting); (g) in the opinion of the Joint Underwriters (acting in good faith and having consulted with the Company to the extent reasonably practicable), there having been no material adverse change in, or any development reasonably likely to result in a material adverse change in or affecting, the condition (financial, operational, legal or otherwise), prospects, earnings, net asset value, funding position, management, business affairs, solvency or operations of the Group taken as a whole, whether or not arising in the ordinary course of business at any time prior to Admission (whether or not foreseeable at the date of the Underwriting and Sponsor's Agreement); (h) each of the undertakings received from Cap, Co and Norges being duly executed and becoming unconditional subject only to Admission and not having been terminated immediately prior to Admission and neither Cap, Co or Norges having notified the Company or either of the Joint Underwriters that they do not intend to comply with the terms of their respective undertakings; (i) no matter referred to in Article 23 of the Prospectus Regulation or LR 10.

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Either of the Joint Underwriters shall be entitled, in its absolute discretion, to terminate the Underwriting and Sponsor's Agreement at any time prior to Admission, by notice in writing to the Company if in its good faith opinion the effect of certain events, including but not limited to the following, makes it impracticable or inadvisable to market the New Shares or to proceed with the Capital Raising in the manner contemplated in the offer documents, or which may prejudice the success of the Capital Raising: (a) the Company's application, either to the FCA or the London Stock Exchange, for Admission is withdrawn by the Company or refused by the FCA or the London Stock Exchange (as appropriate); (b) any statement contained in any offer document is, or has become, untrue, inaccurate or misleading in any respect, or any matter has arisen, which would, if such offer document has been issued at that time constitute an omission from such offer document, and which the Joint Underwriters (or either of them) consider in their sole judgement to be (singly or in the aggregate) material in the context of the Capital Raising and/or the underwriting of the Underwritten Shares and/or the issue of the New Shares and/or Admission; (c) in the good faith opinion of the Joint Underwriters (or either of them) there has been a material adverse change, whether or not foreseeable at the date of the Underwriting and Sponsor's Agreement; or (d) there shall have occurred or it is reasonably likely that there will occur any material adverse change in the international financial, securities or banking markets, any outbreak or escalation of hostilities or any change in political, financial or economic conditions, or any material adverse change or a prospective material adverse change in tax law or regulation in the United States, the United Kingdom or any member state of the EEA.

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By participating in the Equity Placings, each Placee agrees that its rights and obligations hereunder are conditional upon the Underwriting and Sponsor's Agreement becoming unconditional in all respects in respect of the Firm Placing (in respect of Firm Placed Shares subscribed for) and/or in respect of the Placing (in respect of Open Offer Shares subscribed for under the Placing) and that its rights and obligations will terminate only in the circumstances described above and will not be otherwise capable of rescission or termination by it after oral or written confirmation by the Joint Underwriters (at the Joint Underwriters' discretion) following the close of the Bookbuild.

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