DGAP-News: Ergomed plc gibt Akquisition der PSR Group BV, eine auf Orphan-Arzneimittel spezialisierte CRO, für einen Kaufpreis von bis zu EUR 5,7 Mio. und Pl...

Ergomed plc gibt Akquisition der PSR Group BV, eine auf Orphan-Arzneimittel spezialisierte CRO, für einen Kaufpreis von bis zu EUR 5,7 Mio. und Platzierung zur Einnahme eines Bruttoemissionserlöses von GBP 2,9 Mio. bekannt

^

DGAP-News: Ergomed plc / Schlagwort(e): Firmenübernahme/Kapitalerhöhung

Ergomed plc gibt Akquisition der PSR Group BV, eine auf Orphan-Arzneimittel

spezialisierte CRO, für einen Kaufpreis von bis zu EUR 5,7 Mio. und

Platzierung zur Einnahme eines Bruttoemissionserlöses von GBP 2,9 Mio.

bekannt

28.09.2017 / 09:00

Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

---------------------------------------------------------------------------

Ergomed plc gibt Akquisition der PSR Group BV, eine auf Orphan-Arzneimittel

spezialisierte CRO, für einen Kaufpreis von bis zu EUR 5,7 Mio.

und

Platzierung zur Einnahme eines Bruttoemissionserlöses von GBP 2,9 Mio.

bekannt

* Akquisition ist ein entscheidender Schritt für Ergomed in Richtung

Marktführerschaft im Dienstleistungsbereich der

Orphan-Arzneimittelentwicklung, d.h. der Entwicklung für Medikamente zur

Behandlung seltener Erkrankungen

* PSRs auf die Entwicklung von Orphan-Arzneimitteln spezialisiertes

Angebot wird Ergomeds bereits starke Expertise in diesem Bereich weiter

ergänzen

* PSR wird Ergomeds Service-Portfolio sowie die geographische Reichweite

des Unternehmens ausdehnen

* Akquisition wird sich erwartungsgemäß unmittelbar positiv auf den Gewinn

auswirken

London, UK - 28. September 2017: Ergomed plc ("Ergomed" oder "das

Unternehmen"; AIM: ERGO LN, Xetra: 2EM GR), ein auf pharmazeutische

Dienstleistungen und Arzneimittelentwicklung spezialisiertes Unternehmen,

gab heute die beabsichtigte Akquisition von der PSR Group BV ("PSR") bekannt

("die Akquisition"). PSR ist eine internationale

Auftragsforschungsorganisation (Contract Research Organisation, CRO), die

auf die Orphan-Arzneimittelentwicklung, d.h. der Entwicklung für Medikamente

zur Behandlung seltener Erkrankungen, spezialisiert ist. Ergomed hat

zugestimmt, für einen Kaufpreis von insgesamt bis zu EUR 5,7 Mio. 100% des

ausgegebenen Aktienkapitals der PSR Group BV zu erwerben.

Darüber hinaus gab das Unternehmen seine Absicht bekannt, die Akquisition

zum Teil durch die Platzierung von 1.757.576 neuen Stammaktien im Nennwert

von je 1 Pence pro Aktie (die "platzierten Aktien") zu einem Preis von 165

Pence pro Aktie (der "Platzierungspreis"), bei der ein Bruttoemissionserlös

von GBP 2,9 Mio. erzielt werden soll, zu finanzieren (die "Platzierung").

Die Platzierung wird im Rahmen eines beschleunigten Bookbuilding-Verfahrens

durchgeführt werden.

Die Akquisition und Platzierung bedingen sich gegenseitig.

Dr. Dan Weng, Chief Executive Officer von Ergomed, sagte: "Die Akquisition

von PSR folgt der bei unserem Börsengang erklärten Strategie, das Wachstum

unseres bestehenden, profitablen Dienstleistungsgeschäfts sowohl organisch

als auch durch strategische Akquisitionen zu forcieren und zu einem

führenden Unternehmen in der Entwicklung von Arzneimitteln zur Behandlung

von seltenen Erkrankungen zu werden. Wir freuen uns darauf, die spezielle

Expertise von PSR mit Ergomeds globaler Infrastruktur zu verbinden, um

dieses Geschäft mit vereinten Kräften schnell weiter zu entwickeln. PSR hat

bereits erfolgreich seine führenden Kompetenzen in der Entwicklung von

Orphan-Arzneimitteln unter Beweis gestellt, und die Akquisition ergänzt

Ergomeds bereits bestehendes und hoch angesehenes Angebot in diesem Bereich.

Wir heißen das Team von PSR herzlich willkommen und freuen uns, unsere

Kompetenzen in diesem unterversorgten und wachsenden Bereich weiter

auszubauen."

Dr. Roger Legtenberg, Chief Executive Officer der PSR-Gruppe: "PSR begrüßt

die Möglichkeit, das bestehende Dienstleistungsportfolio sowie die

geografische Reichweite des Unternehmens durch die internationale Präsenz

und komplementären Dienstleistungen von Ergomed weiter auszubauen. Wir

werden auch weiterhin einen signifikanten Beitrag zur Verfügbarkeit neuer

Orphan-Arzneimitteln leisten, um das Leben von Patienten, die an einer

seltenen Erkrankung leiden, sowie deren Angehörigen zu verbessern. Wir

freuen uns, der Ergomed-Gruppe beizutreten und zu ihrem Wachstum und Erfolg

beizutragen."

Nachstehend die veröffentlichte Pressemitteilung in voller Länge.

Anmerkung: Bitte beachten Sie, dass die einzig offizielle Pressemitteilung

die vom Unternehmen in englischer Sprache veröffentlichte Meldung ist. Die

obige Zusammenfassung und Übersetzung dient lediglich der vereinfachten

Informationsbereitstellung.

Acquisition of PSR Group BV, a specialist orphan drug CRO, for consideration

of up to EUR5.7 million

and

Placing to raise £2.9 million

- Acquisition moves Ergomed towards leadership in orphan drug development

services

- PSR's specialist orphan drug development business will complement

Ergomed's existing strong expertise in this area

- PSR will expand Ergomed's services portfolio and geographical coverage

- Acquisition expected to be immediately accretive to earnings

London, UK - 28 September 2017: Ergomed plc (AIM: ERGO) ("Ergomed" or the

"Company"), a specialised pharmaceutical services and drug development

company, today announces the proposed acquisition of PSR Group BV ("PSR"),

an international niche contract research organisation ("CRO"), specialised

in orphan drug development (the "Acquisition"). Ergomed has agreed to

acquire 100 per cent of the issued share capital of PSR Group BV for a total

consideration of up to EUR5.7 million.

The Company also announces its intention to conduct a placing to raise gross

proceeds of £2.9m (the "Placing") to part-fund the Acquisition through the

issue of 1,757,576 new ordinary shares of 1 pence each (the "Placing

Shares") at a price of 165 pence per share (the "Placing Price"). The

Placing will be conducted via an accelerated bookbuild.

The Acquisition and Placing are interconditional.

Dr Dan Weng, Chief Executive Officer of Ergomed, said: "This acquisition

aligns with the strategy laid out at IPO of seeking to grow our existing,

profitable service business both organically and through strategic

acquisitions, and specifically of becoming a leader in orphan drug

development. We are looking forward to combining PSR's specialist skills and

Ergomed's global infrastructure to rapidly develop this business based on

our combined strengths. PSR has successfully demonstrated its leading

capabilities in this area and its addition to the Group complements

Ergomed's existing highly-regarded orphan disease specialism. We welcome

PSR's team and are pleased to increase our capabilities in an under-served

and growing area."

Dr Roger Legtenberg, Chief Executive Officer of PSR Group, added: "PSR

welcomes the opportunity to expand its current services portfolio and

geographical coverage by leveraging Ergomed's international reach and

complementary services. We will continue to make a significant contribution

to the availability of new orphan drug treatments, improving the lives of

patients and their families impacted by rare diseases. We look forward to

joining the group and contributing to its growth and success."

Background to the Acquisition

The Acquisition is consistent with Ergomed's stated strategy to grow its

existing, profitable services business both organically and through bolt on

acquisitions. Ergomed has particular expertise in the development of orphan

drugs as part of its profitable and fast growing CRO offering, which

provides a full range of high quality contract research and trial management

services across all phases of clinical development. PSR's extensive

expertise in orphan drug development will complement Ergomed's services and

will further strengthen Ergomed's orphan drug development capability in

addition to expanding its current services portfolio.

PSR, established in 1998, and based in the Netherlands, is a specialist

orphan drug CRO and recognised as a leading expert in rare diseases. As part

of the Acquisition, Ergomed will continue to grow PSR's global orphan drug

development business under the PSR brand and will remain focused on its two

divisions: (1) PSR Orphan Experts, which is a leading expert in supporting

biotech and pharma companies with their regulatory and clinical development

of orphan drugs (c. 75% of revenues); and (2) PSR Pharma Resource, which

complements PSR Orphan Experts as a niche staffing provider, focused on

orphan drug specialised staff (c. 25% of revenues).

Orphan drug development is a specialist and growing field. Orphan diseases

are severe, debilitating or even life-threatening conditions which affect

fewer than 1 in 2000 people (EU definition) or fewer than 200,000 people in

the US (US definition). Although patient numbers in individual indications

are limited, there are a total of 30 million people worldwide suffering from

rare diseases. The orphan drug market to target these diseases continues to

grow and requires highly specialised providers due to the regulatory,

logistical and operational complexities of conducting clinical trials in

these indications. Due to their characteristics, combined with the rarity of

the diseases, orphan drug clinical studies typically are complex and run in

small patient cohorts with potentially faster market entry.

The Acquisition will bring together Ergomed's global geographical footprint,

including its presence in the MENA region, an area which is important for

orphan drug development, and PSR's significant expertise and strong brand.

Ergomed believes the combination will have the scale and specialism to

compete effectively in the global CRO market.

Ergomed has a track record of successful identification and integration of

acquisitions and the Company continues to pursue opportunities to acquire

services businesses which are consistent with its strategy of becoming the

global leader in pharmacovigilance services, the leading CRO in orphan drug

development and to strengthen its CRO network through geographic expansion

and / or complementary service offerings.

Acquisition terms and PSR trading history

Under the terms of the sale and purchase agreement (the "Acquisition

Agreement"), Ergomed is acquiring 100 per cent of the issued share capital

of PSR for an initial consideration of EUR3.2 million (£2.8 million), with a

contingent consideration based on the achievement of EBITDA targets for

2017, 2018 and 2019 of up to an aggregate EUR2.5 million (£2.2 million). The

initial and contingent consideration will both be satisfied partly in cash

and partly in new Ergomed ordinary shares. The initial share consideration

will be satisfied through the issuance of 323,813 new Ordinary Shares in

Ergomed (the "Initial Consideration Shares") at an issue price of 165 pence

per share. The Initial Consideration Shares are subject to a 12 month hard

lock-in and 6 month orderly market provision. Admission of the Initial

Consideration Shares is expected to take place at 8.00 a.m. on 2 October

2017. The Acquisition is expected to be immediately accretive to Ergomed's

2017 earnings per share.

The Acquisition is conditional only upon the placing agreement between the

Company, Numis and N+1 Singer (the "Placing Agreement") becoming

unconditional and upon Admission (as defined below). The Acquisition

Agreement includes warranties and indemnities from certain of the sellers in

favour of Ergomed. Claims by Ergomed against such sellers under the

warranties and indemnities are subject to certain financial thresholds and

caps and also, in the usual way, to matters disclosed by the sellers.

In the year ended 31 December 2016, PSR reported revenue of EUR4.7 million

and adjusted EBITDA of EUR0.34 million and had net assets at 31 December

2016 of EUR0.41 million. For the 6 months ended 30 June 2017, PSR reported

unaudited revenue of EUR2.4 million and unaudited EBITDA of EUR0.26 million.

Details of the Placing

The Placing will open with immediate effect following this Announcement.

Numis and N+1 Singer have been appointed as joint bookrunners (the

"Bookrunners") in respect of the Placing. The number of Placing Shares to be

placed and the Placing Price have been determined by the Company and the

Bookrunners and are fixed. The timing of the closing of the Placing and

allocations are at the discretion of the Bookrunners.

Under the terms of the Placing, Ergomed intends to place 1,757,576 new

ordinary shares of 1 pence each in the capital of the Company, representing

approximately 4.3 per cent of the existing issued ordinary share capital of

the Company. Members of the public are not entitled to participate in the

Placing. A further announcement confirming the closing of the Placing will

be made in due course.

The Placing Shares will, when issued, be credited as fully paid and will

rank pari passu with the existing ordinary shares of 1 pence each in the

capital of the Company including the right to receive all future dividends

and distributions declared, made or paid by reference to a record date

falling after their issue.

The Company has applied for the Placing Shares to be admitted to trading on

AIM (the admission of the Initial Consideration Shares and the Placing

Shares together, "Admission"). It is expected that settlement of

subscriptions in respect of the Placing Shares and Admission will take place

and that trading in the Placing Shares will commence at 8.00 a.m. on 2

October 2017. Following Admission, the total number of Ordinary Shares in

the Company will be 42,680,813. The Company holds no treasury shares and

therefore the total number of voting rights is 42,680,813.

The Placing is conditional upon, inter alia, Admission becoming effective

and the Acquisition Agreement having become unconditional (save as to

Admission). The Placing is also conditional upon the Placing Agreement

becoming unconditional and not being terminated. Further details of the

Placing Agreement can be found in the terms and conditions of the Placing

contained in the Appendix to this Announcement (which forms part of the

Announcement).

By choosing to participate in the Placing and by making a verbal offer to

acquire Placing Shares, investors will be deemed to have read and understood

this Announcement (including the Appendix) in its entirety and to be making

such offer on the terms and subject to the conditions in the Announcement,

and to be providing the representations, warranties and acknowledgements

contained in the Appendix.

Your attention is drawn to the detailed terms and conditions of the Placing

set out in the Appendix to this Announcement.

Current trading and outlook

The Company announced its unaudited results for the six month period ending

30 June 2017 on 18 September 2017. This contained an update on current

trading and outlook. In addition, the Company is having exploratory

discussions with other potential acquisition targets. There can of course be

no guarantee as to whether these exploratory discussions progress.

This announcement contains inside information for the purposes of Article 7

of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined

in MAR) were taken in respect of the Placing with the result that certain

persons became aware of inside information (as defined in MAR), as permitted

by MAR. This inside information is set out in this Announcement. Therefore,

those persons that received inside information in a market sounding are no

longer in possession of such inside information relating to the Company and

its securities.

Enquiries:

Ergomed plc Tel: +44 (0) 1483

503205

Dan Weng (Chief Executive Officer)

Stephen Stamp (Chief Financial Officer)

Numis Securities Limited Tel: +44 (0) 20

7260 1000

Michael Meade / Freddie Barnfield (Nominated

Adviser)

James Black (Joint Broker)

N+1 Singer Tel: +44 (0) 20

7496 3000

Alex Price / Michael Taylor (Joint Broker)

Consilium Strategic Communications - for UK Tel: +44 (0) 20

enquiries 3709 5700

Chris Gardner / Mary-Jane Elliott Ivar Milligan ergomed@consilium-

/ Philippa Gardner comms.com

MC Services - for Continental European enquiries Tel: +49 211 5292

5222

Anne Hennecke

About Ergomed

Ergomed provides specialist services to the pharmaceutical industry and

develops drugs both wholly-owned and through partnerships. Ergomed's

fast-growing, profitable service offering spans all phases of clinical

development and post-approval pharmacovigilance and medical information.

Drawing on more than 20 years of expertise in drug development, Ergomed is

also building a growing portfolio of drug development partnerships and

programmes, including wholly-owned proprietary products for the treatment of

surgical bleeding. For further information, visit: http://ergomedplc.com

About PSR

PSR, established in 1998, is a full service specialist orphan drug CRO and

recognised as a leading expert in the rare disease niche. PSR specialises in

running complex orphan drug development programs requiring innovative

regulatory and clinical approaches as well as pricing and reimbursement

strategies. Besides outsourced project solutions, PSR provides insourced

staffing solutions (orphan drug teams), temporary & permanent staffing,

interim management solutions as well as training / coaching career programs.

PSR's dedication to the rare disease landscape is exemplified by an

extensive track record of orphan drug projects in a wide range of

therapeutic areas, its continued efforts to achieve true patient centricity

and its societal commitments by participation in fundraising activities and

public-private partnerships. For further information, visit:

http://www.psr-group.com.

Each of Numis Securities Limited and Nplus1 Singer Advisory LLP, both of

which are regulated in the UK by the Financial Conduct Authority, is acting

for the Company and no one else in connection with the Placing, and will not

be responsible to any person other than the Company for providing the

regulatory and legal protections afforded to their respective clients nor

for providing advice in relation to the contents of this Announcement or any

matter, transaction or arrangement referred to in it.

This Announcement includes statements, estimates, opinions and projections

with respect to anticipated future performance of the Company

("forward-looking statements") which reflect various assumptions concerning

anticipated results taken from the Company's current business plan or from

public sources which may or may not prove to be correct. These forward

looking statements can be identified by the use of forward looking

terminology, including the terms "anticipates", "target", "believes",

"estimates", "expects", "intends", "may", "plans", "projects", "should" or

"will", or, in each case, their negative or other variations or comparable

terminology or by discussions of strategy, plans, objectives, goals, future

events or intentions. Such forward-looking statements reflect current

expectations based on the current business plan and various other

assumptions and involve significant risks and uncertainties and should not

be read as guarantees of future performance or results and will not

necessarily be accurate indications of whether or not such results will be

achieved. As a result, prospective investors should not rely on such

forward-looking statements due to the inherent uncertainty therein. No

representation or warranty is given as to the completeness or accuracy of

the forward-looking statements contained in this Announcement.

Forward-looking statements speak only as of the date of such statements and,

except as required by the FCA, the London Stock Exchange or applicable law,

the Company undertakes no obligation to update or revise publicly any

forward-looking statements, whether as a result of new information, future

events or otherwise. No statement in this Announcement is intended to be a

profit forecast and no statement in this Announcement should be interpreted

to mean that earnings per share of the Company for the current or future

financial years would necessarily match or exceed the historical published

earnings per share of the Company. The price of shares and the income from

them may go down as well as up and investors may not get back the full

amount invested on disposal of the Placing Shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted

to trading on any stock exchange other than the London Stock Exchange.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT")

AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION,

RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR

INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR

THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH

PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE

TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY

AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED

INVESTORS AS DEFINED IN SECTION 86(7) OF FSMA ("QUALIFIED INVESTORS") BEING

PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS

DIRECTIVE; AND IN THE UNITED KINGDOM AT QUALIFIED INVESTORS WHO (I) HAVE

PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN

ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL

PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO

(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE

ORDER; OR (III) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY

COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT

PERSONS"). THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY

PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY

TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT

PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF

CONSTITUTE AN OFFER FOR SALE, ACQUISITION OR SUBSCRIPTION OF ANY SECURITIES

IN THE COMPANY. THE ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE

RESPONSIBILITY OF THE COMPANY.

THE ANNOUNCEMENT IS NOT AN OFFER FOR SALE, ACQUISITION OR SUBSCRIPTION IN

ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL

UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE ANNOUNCEMENT IS NOT

AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE

UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT

BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE

"SECURITIES

ACT"), 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 SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND

EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR

OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN

INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE

PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.

ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED

STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE

UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION

CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS

AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing, by

making (or on whose behalf there is made) an oral or written offer to

subscribe for, or acquire as allottee, Placing Shares (the "Placees"), will

be deemed to have read and understood this Announcement, including this

Appendix, in its entirety and to be making such offer on the terms and

conditions, and to be providing the representations, warranties,

acknowledgements, and undertakings contained in this Appendix. In

particular, each Placee represents, warrants and acknowledges that:

1. it is a Relevant Person (as defined above) and undertakes that it will

acquire, hold, manage or dispose of any Placing Shares that are allocated to

it for the purposes of its business;

2. in the case of any Placing Shares acquired by it as a financial

intermediary, as that term is used in Article 3(2) of the Prospectus

Directive, (i) the Placing Shares acquired by it have not been acquired on

behalf of, nor have they been acquired with a view to their offer or resale

to, persons in any Member State of the European Economic Area ("EEA") which

has implemented the Prospectus Directive other than Qualified Investors or

in circumstances in which the prior consent of Numis and N+1 Singer has been

given to the offer or resale; or (ii) where Placing Shares have been

acquired by it on behalf of persons in any Member State of the EEA other

than Qualified Investors, the offer of those Placing Shares to it is not

treated under the Prospectus Directive as having been made to such persons;

and

3. (a) it is not (i) in the United States and (ii) acting for the account or

benefit of a person in the United States, or (b) it is a dealer or other

professional fiduciary in the United States acting on a discretionary basis

for a non-US person (other than an estate or trust) in reliance on

Regulation S under the Securities Act; or (c) it is otherwise acquiring the

Placing Shares in an "offshore transaction" meeting the requirements of

Regulation S under the Securities Act; and

4. it is not, and is not acting for the account or benefit of a person who

is, a national of Canada, Australia, Japan or the Republic of South Africa.

The Company, Numis and N+1 Singer will rely upon the truth and accuracy of

the foregoing representations, acknowledgements and agreements.

This Announcement has been prepared and issued by the Company and is and

will be the sole responsibility of the Company. No representation or

warranty, express or implied, is or will be made as to, or in relation to,

and no responsibility or liability is or will be accepted by Numis, N+1

Singer or any of their respective directors, officers, employees,

affiliates, branches, advisers, consultants or agents or any other person as

to or in relation to, the accuracy or completeness of the Announcement or

any other written or oral information made available to or publicly

available to any Placee, any person acting on such Placee's behalf or any of

their respective advisers, and any liability therefor is expressly

disclaimed.

This Announcement does not constitute an offer, and may not be used in

connection with an offer, to sell or issue or the solicitation of an offer

to buy or subscribe for Placing Shares in any jurisdiction in which such

offer or solicitation is or may be unlawful. This Announcement and the

information contained herein is not for publication or distribution,

directly or indirectly, to persons in the United States, Canada, Australia,

Japan or the Republic of South Africa or in any jurisdiction in which such

publication or distribution is unlawful. Persons into whose possession this

Announcement may come are required by the Company to inform themselves about

and to observe any restrictions of transfer of this Announcement. No public

offer of securities of the Company is being made in the United Kingdom, the

United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not

been and will not be registered under the Securities Act or any laws of, or

with any securities regulatory authority of, any state or other jurisdiction

of the United States, and may not be offered, sold, pledged or otherwise

transferred within the United States except pursuant to an exemption from,

or in a transaction not subject to, the registration requirements of the

Securities Act and the securities laws of any state or other jurisdiction of

the United States. The Placing Shares are being offered and sold outside the

United States in accordance with Regulation S under the Securities Act.

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

Placing has been, or will be, lodged with, or registered by the Australian

Securities and Investments Commission, and no registration statement has

been, or will be, filed with the Japanese Ministry of Finance in relation to

the Placing or the Placing Shares. Accordingly, subject to certain

exceptions, the Placing Shares may not, directly or indirectly, be offered

or sold within Canada, Australia, Japan, the Republic of South Africa or the

Republic of Ireland or offered or sold to a resident of Canada, Australia,

Japan, the Republic of South Africa or the Republic of Ireland. The Placing

Shares to be subscribed or acquired in the Placing have not been, and will

not be, registered under the 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 within the United States or to, or for the

account or benefit of, any US Person as that term is defined in Regulation S

under the Securities Act, except pursuant to an exemption from, or in a

transaction not subject to the registration requirements of the Securities

Act. The Company has not been registered and will not register under the

United States Investment Company Act of 1940, as amended.

Persons (including, without limitation, nominees and trustees) who have a

contractual or other legal obligation to forward a copy of this Appendix or

the Announcement of which it forms part should seek appropriate advice

before taking any action.

THE PLACING

Numis and N+1 Singer have entered into the Placing Agreement with the

Company. Pursuant to the Placing Agreement, each of Numis and N+1 Singer has

undertaken, subject to the terms set out therein, to use its reasonable

endeavours, as agent of the Company, to procure subscribers for the Cash

Placing Shares and persons to acquire, as allottees, the Vendor Placing

Shares at the Placing Price.

The Placing Shares will, when issued, be subject to the Articles, be

credited as fully paid and will rank pari passu in all respects with each

other and with the existing Ordinary Shares, including the right to receive

all dividends and other distributions declared, made or paid in respect of

the Ordinary Shares after the date of issue of the Placing Shares. The

Placing Shares will be issued free of any encumbrance, lien or other

security interest.

The Placing will be conducted by way of a Bookbuild. Numis and N+1 Singer

will today commence the Bookbuild in respect of the Placing in order to

determine demand for the Placing Shares and participation in the Placing by

Placees at the Placing Price.

This Appendix gives details of the terms and conditions of, and the

mechanics of participation in, the Placing.

The number of Placing Shares will be determined following completion of the

Bookbuild as set out in this Announcement and the Placing Agreement. No

commissions will be paid to Placees or by Placees in respect of any Placing

Shares.

Numis, N+1 Singer and the Company shall be entitled to effect the Placing by

such alternative method to the Bookbuild as it may, in its sole discretion,

determine.

Numis, N+1 Singer and the Company reserve the right to scale back the number

of Placing Shares to be allotted to any Placee in the event of an

oversubscription under the Placing. Numis, N+1 Singer and the Company also

reserve the right not to accept offers for Placing Shares or to accept such

offers in part rather than in whole.

Each Placee will be required to pay to Numis, on the Company's behalf, an

amount equal to the product of the Placing Price and the number of Placing

Shares that such Placee is required to be allotted in accordance with the

terms set out in or referred to in this Appendix. Each Placee's obligation

to be allotted and pay for Placing Shares under the Placing will be owed to

each of the Company and Numis or N+1 Singer (as applicable). Each Placee

will be deemed to have read this Appendix in its entirety.

None of Numis, N+1 Singer or any respective holding company thereof, any

subsidiary thereof, any subsidiary of any such holding company, any branch,

affiliate or associated undertaking of any such company nor any of their

respective directors, officers and employees (each an "Affiliate") will have

any liability (subject to applicable legislation and regulations) to Placees

or to any person other than the Company in respect of the Placing.

APPLICATION FOR ADMISSION

Application has been made to AIM for admission of the Placing Shares to

trading on AIM. It is expected that Admission will become effective on or

around 8.00 a.m. on 2 October 2017 and that dealings in the Placing Shares

will commence at that time.

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

Numis and N+1 Singer (whether through themselves or any of their respective

Affiliates) are each arranging the Placing as joint brokers to the Company

for the purpose of using their respective reasonable endeavours to procure

Placees at the Placing Price for the Placing Shares. Participation in the

Placing will only be available to persons who may lawfully be, and are,

invited to participate by Numis or N+1 Singer. Numis, N+1 Singer and their

respective Affiliates may participate in the Placing and Bookbuild as

principal(s).

Completion of the Bookbuild will be determined by Numis and N+1 Singer in

their absolute discretion. A further announcement detailing the number of

Placing Shares to be issued shall be made on a Regulatory Information

Service as soon as is practicable following the completion of the Bookbuild.

To bid in the Bookbuild, prospective Placees should communicate their bid by

telephone to their usual sales contact at Numis or N+1 Singer. Each bid

should state the number of Placing Shares which the prospective Placee

wishes to subscribe for or acquire at the Placing Price, being 165 pence per

Placing Share. Bids may be scaled down by Numis or N+1 Singer on the basis

referred to below.

The Bookbuild is expected to close no later than 4.30 pm on 28 September

2017 but may be closed earlier or later at the discretion of Numis and N+1

Singer. Numis and N+1 Singer may, with the Company's written agreement,

accept bids that are received after the Bookbuild has closed. The Company

reserves the right to reduce or seek to increase the amount to be raised

pursuant to the Placing, in its absolute discretion. The final allocations

of the Placing Shares (including as to the identity of the Placees and the

number of Placing Shares allocated to each Placee at the Placing Price)

shall be determined by Numis and N+1 Singer in their absolute discretion.

Each Placee which confirms its agreement to Numis or N+1 Singer (or

applicable) (whether orally or in writing) to subscribe for or acquire

Placing Shares hereby agrees with Numis and N+1 Singer that it will be bound

by these terms and conditions and will be deemed to have irrevocably

accepted them.

Each Placee's allocation will be confirmed to Placees orally or in writing

by Numis or N+1 Singer (as applicable), and a trade confirmation or contract

note will be despatched as soon as practicable thereafter. The confirmation

to such Placee will constitute an irrevocable legally binding commitment

upon such person (who will at that point become a Placee) in favour of Numis

or N+1 Singer (as applicable) and the Company, under which it agrees to

acquire the number of Placing Shares allocated to it at the Placing Price on

these terms and conditions and in accordance with the Articles.

Irrespective of the time at which a Placee's allocation pursuant to the

Placing is confirmed, settlement for all Placing Shares to be acquired

pursuant to the Placing will be required to be made at the same time, on the

basis explained below under "Registration and Settlement". Numis will be

acting as sole settlement bank.

All obligations under the Placing will be subject to fulfilment or (where

applicable) waiver of amongst other things, the conditions referred to below

under "Conditions of the Placing" and to the Placing not being terminated on

the basis referred to below under "Right to terminate under the Placing

Agreement".

By participating in the Placing, each Placee will agree that its rights and

obligations in respect of the Placing will terminate only in the

circumstances described below and will not be capable of rescission or

termination by the Placee. Each Placee's obligations will be owed to the

Company, and to Numis or N+1 Singer (as applicable). Following the oral or

written confirmation referred to above, each Placee will also have an

immediate, separate, irrevocable and binding obligation, owed to Numis or

N+1 Singer (as applicable) as agent of the Company and to the Company, to

pay to Numis) in cleared funds an amount equal to the product of the Placing

Price and the number of Placing Shares such Placee has agreed to acquire.

Numis and N+1 Singer may choose to accept bids, either in whole or in part,

on the basis of allocations determined at their discretion (in agreement

with the Company) and may scale down any bids for this purpose on such basis

as it may determine. Numis and N+1 Singer may also, notwithstanding the

above, but subject to the prior consent of the Company (i) allocate Placing

Shares after the time of any initial allocation to any person submitting a

bid after that time; and (ii) allocate Placing Shares after the Bookbuild

has closed to any person submitting a bid after that time. The Company,

Numis and N+1 Singer acting together reserve the right not to accept bids or

to accept bids in part rather than in whole.

To the fullest extent permissible by law, none of Numis, N+1 Singer, any of

their respective Affiliates, and any person acting on their behalf shall

have any liability to Placees (or to any other person whether acting on

behalf of a Placee or otherwise).

Each Placee acknowledges and agrees that the Company is responsible for the

allotment of the Placing Shares to the Placees and that Numis and N+1 Singer

shall have no liability to the Placees for the failure of the Company to

fulfil those obligations.

All obligations of Numis and N+1 Singer under the Placing will be subject to

fulfilment of the conditions referred to below under "Conditions of the

Placing".

CONDITIONS OF THE PLACING

The Placing is conditional upon the Placing Agreement becoming unconditional

and not having been terminated in accordance with its terms. The obligations

of Numis and N+1 Singer under the Placing Agreement are conditional, inter

alia, on:

(a) the Acquisition Agreement (i) not having been terminated or materially

varied or amended and (ii) having become unconditional in all respects, save

for any condition relating to the Placing Agreement becoming unconditional

in accordance with its terms (including, for the avoidance of doubt,

Admission);

(b) the performance by the Company of its obligations under the Placing

Agreement to the extent that they fall to be performed prior to Admission

(c) the Placing Agreement not having been terminated prior to completion of

the Placing and

(d) Admission occurring not later than 8.00 a.m. on 2 October 2017 or such

later time as Numis (after consultation with N+1 Singer) may agree in

writing with the Company (but in any event not later than 8.00 a.m. on 9

October 2017).

If (a) the conditions are not fulfilled (or to the extent permitted under

the Placing Agreement waived by Numis and N+1 Singer), or (b) the Placing

Agreement is terminated in the circumstances specified below, the Placing

will lapse and each Placee's rights and obligations hereunder shall cease

and determine at such time and no claim may be made by a Placee in respect

thereof. None of Numis, N+1 Singer or the Company, nor any of their

respective Affiliates shall have any liability to any Placee (or to any

other person whether acting on behalf of a Placee or otherwise) in respect

of any decision it may make as to whether or not to waive or to extend the

time and/or date for the satisfaction of any condition in the Placing

Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that its rights and

obligations hereunder terminate only in the circumstances described below

under "Right to terminate under the Placing Agreement", and will not be

capable of rescission or termination by the Placee.

RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

Numis and/or N+1 Singer may at any time before Admission, terminate the

Placing Agreement by giving notice to the Company if, inter alia:

(a) it comes to the knowledge of Numis or N+1 Singer that any of the

warranties given by the Company under the Placing Agreement was untrue,

inaccurate or misleading in any respect or

(b) it comes to the notice of Numis or N+1 Singer that any statement

contained in this Announcement is or has become untrue, incorrect or

misleading in any respect or there has been an omission therefrom; or

(c) it comes to the notice of Numis or N+1 Singer that a matter has arisen

which is likely to give rise to a claim under any of the indemnities given

by the Company; or

(d) the Company shall fail to comply with any of its obligations under the

Placing Agreement, as applicable or

(e) in the opinion of either Numis and/or N+1 Singer, any material adverse

change, or any development reasonably likely to involve a material adverse

change, has occurred in the financial position or prospects or business of

the Company and its subsidiary undertakings (taken as whole and including

PSR).

By participating in the Placing, each Placee agrees with Numis and N+1

Singer that the exercise by Numis and/or N+1 Singer of any right of

termination or other discretion under the Placing Agreement shall be within

their absolute discretion without the need to make any reference to the

Placees in this regard and that, to the fullest extent permitted by law,

Numis and N+1 Singer shall not have any liability whatsoever to the Placees

in connection with any such exercise.

NO PROSPECTUS

No offering document or prospectus has been or will be prepared in relation

to the Placing and no such prospectus is required (in accordance with the

Prospectus Directive) to be published and Placees' commitments will be made

solely on the basis of the information contained in this document and any

information previously published by or on behalf of the Company by

notification to a Regulatory Information Service (as defined in the AIM

Rules). Each Placee, by accepting a participation in the Placing, agrees

that the content of this document is exclusively the responsibility of the

Company and confirms to Numis and N+1 Singer and the Company that it has

neither received nor relied on any information, representation, warranty or

statement made by or on behalf of Numis and N+1 Singer (other than the

amount of the relevant Placing participation in the oral or written

confirmation given to Placees and the trade confirmation or contract note

referred to below), any of their respective Affiliates, any persons acting

on its behalf or the Company and none of Numis or N+1 Singer, any of their

respective Affiliates, any persons acting on their behalf, nor the Company

will be liable for the decision of any Placee to participate in the Placing

based on any other information, representation, warranty or statement which

the Placee may have obtained or received (regardless of whether or not such

information, representation, warranty or statement was given or made by or

on behalf of any such persons). By participating in the Placing, each Placee

acknowledges to and agrees with each of Numis and N+1 Singer (in each case

for itself and as agent for the Company) that, except in relation to the

information contained in this document, it has relied on its own

investigation of the business, financial or other position of the Company in

deciding to participate in the Placing. Nothing in this paragraph shall

exclude the liability of any person for fraudulent misrepresentation.

REGISTRATION AND SETTLEMENT

Settlement will solely be through Numis against CREST ID: 600 (Numis

Nominees Limited).

Settlement of transactions in the Placing Shares (ISIN GB00BN7ZCY67)

following Admission will take place within the CREST system, using the DVP

mechanism, subject to certain exceptions. Numis and N+1 Singer reserve the

right to require settlement for and delivery of the Placing Shares to

Placees by such other means that they deem necessary, if delivery or

settlement is not possible or practicable within the CREST system within the

timetable set out in this document or would not be consistent with the

regulatory requirements in the Placee's jurisdiction.

It is expected that settlement will take place on or about 2 October 2017 in

CREST in accordance with the instructions set out in the conditional trade

confirmation or contract note.

Following the close of the Bookbuild, each Placee allocated Placing Shares

in the Placing will be sent a trade confirmation or contract note stating

the number of Placing Shares allocated to it, the Placing Price, the

aggregate amount owed by such Placee to Numis and settlement instructions.

It is expected that such trade confirmation or contract note will be

despatched on 28 September 2017. Each Placee agrees that it will do all

things necessary to ensure that delivery and payment is completed in

accordance with either the standing CREST or certificated settlement

instructions which it has in place with Numis.

It is expected that settlement will be on 2 October 2017 on a DVP basis in

accordance with the instructions set out in the trade confirmation or

contract note unless otherwise notified by Numis.

Interest is chargeable daily on payments not received from Placees on the

due date in accordance with the arrangements set out above at the rate of

two percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these

obligations, Numis or N+1 Singer (as applicable) may sell any or all of the

Placing Shares allocated to the Placee on such Placee's behalf and retain

from the proceeds, for Numis' or N+1 Singer's (as applicable) own account

and profit, an amount equal to the aggregate amount owed by the Placee plus

any interest due. The Placee will, however, remain liable for any shortfall

below the aggregate amount owed by such Placee and it may be required to

bear any stamp duty or stamp duty reserve tax (together with any interest or

penalties) which may arise upon the sale of such Placing Shares on such

Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,

the Placee should ensure that the trade confirmation or contract note is

copied and delivered immediately to the relevant person within that

organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its

nominee or in the name of any person for whom the Placee is contracting as

agent or that of a nominee for such person, such Placing Shares will,

subject as provided below, be so registered free from any liability to PTM

levy, stamp duty or stamp duty reserve tax. If there are any circumstances

in which any other stamp duty or stamp duty reserve tax is payable in

respect of the issue of the Placing Shares, none of Numis, N+1 Singer or the

Company shall be responsible for the payment thereof. Placees will not be

entitled to receive any fee or commission in connection with the Placing.

REPRESENTATIONS AND WARRANTIES

By receiving this document, each Placee and, to the extent applicable, any

person confirming his agreement to participate in the Bookbuild and to

acquire Placing Shares on behalf of a Placee or authorising Numis and N+1

Singer (as applicable) to notify a Placee's name to the Company's registrar,

Share Registrars Limited, (in this Appendix, the "Registrar"), is deemed to

acknowledge, agree, undertake, represent and warrant to each of Numis, N+1

Singer, the Registrar and the Company that:

(a) the Placee has read this document in its entirety and acknowledges that

its participation in the Placing shall be made solely on the terms and

subject to the conditions set out in these terms and conditions, the Placing

Agreement and the Articles. Such Placee agrees that these terms and

conditions and the trade confirmation or contract note issued by Numis or

N+1 Singer (as applicable) to such Placee represent the whole and only

agreement between the Placee, Numis or N+1 Singer (as applicable) and the

Company in relation to the Placee's participation in the Placing and

supersedes any previous agreement between any of such parties in relation to

such participation. Accordingly, all other terms, conditions,

representations, warranties and other statements which would otherwise be

implied (by law or otherwise) shall not form part of these terms and

conditions. Such Placee agrees that none of the Company, N+1 Singer and

Numis nor any of their respective officers or directors will have any

liability for any such other information or representation and irrevocably

and unconditionally waives any rights it may have in respect of any such

other information or representation;

(b) if the Placee is a natural person, such Placee is not under the age of

majority (18 years of age in the UK) on the date of such Placee's agreement

to acquire Placing Shares under the Placing and will not be any such person

on the date any such offer is accepted;

(c) none of Numis, N+1 Singer nor any Affiliate of Numis or N+1 Singer

acting on its behalf is responsible for or shall have any liability for any

information, representation or statement contained in this document or any

supplementary admission document (as the case may be) or any information

previously published by or on behalf of the Company or any member of the

Group and will not be liable for any decision by a Placee to participate in

the Placing based on any information, representation or statement contained

in this document or otherwise;

(d) the Placee has not relied on Numis, N+1 Singer or any Affiliate of Numis

or N+1 Singer in connection with any investigation of the accuracy of any

information contained in this document or their investment decision;

(e) in agreeing to acquire or subscribe for Placing Shares under the

Placing, the Placee is relying on this document or any supplementary

announcement concerning the Placing (as the case may be) and not on any

other information or representation concerning the Group, the Target, the

Placing or the Placing Shares. Such Placee agrees that none of the Company,

Numis or N+1 Singer nor their respective Affiliates will have any liability

for any such other information or representation and irrevocably and

unconditionally waives any rights it may have in respect of any such other

information or representation;

(f) save in the event of fraud on its part (and to the extent permitted by

the rules of the FCA), neither Numis nor N+1 Singer, nor any of their

respective Affiliates shall be liable to a Placee for any matter arising out

of the role of Numis and N+1 Singer as the Company's nominated adviser

and/or broker or otherwise, and that where any such liability nevertheless

arises as a matter of law each Placee will immediately waive any claim

against Numis and N+1 Singer and any of its directors and employees which a

Placee may have in respect thereof;

(g) the Placee has complied with all applicable laws and such Placee will

not infringe any applicable law as a result of such Placee's agreement to

acquire Placing Shares under the Placing and/or acceptance thereof or any

actions arising from such Placee's rights and obligations under the Placee's

agreement to acquire Placing Shares under the Placing and/or acceptance

thereof or under the Articles;

(h) all actions, conditions and things required to be taken, fulfilled and

done (including the obtaining of necessary consents) in order (i) to enable

the Placee lawfully to enter into, and exercise its rights and perform and

comply with its obligations to acquire the Placing Shares under, the Placing

and (ii) to ensure that those obligations are legally binding and

enforceable, have been taken, fulfilled and done. The Placee's entry into,

exercise of its rights and/or performance under, or compliance with its

obligations under the Placing, does not and will not violate (a) its

constitutive documents or (b) any agreement to which the Placee is a party

or which is binding on the Placee or its assets;

(i) it understands that no action has been or will be taken in any

jurisdiction by the Company, Numis or N+1 Singer or any other person that

would permit a public offering of the Placing Shares, or possession or

distribution of this document, in any country or jurisdiction where action

for that purpose is required; and that, if the Placee is in a member state

of the European Economic Area which has implemented the Prospectus Directive

("Relevant Member State"), it is (i) a legal entity which is authorised or

regulated to operate in the financial markets or, if not so authorised or

regulated, its corporate purpose is solely to invest in securities; (ii) a

legal entity which has two or more of (a) a total balance sheet of more than

EUR20,000,000; (b) an annual net turnover of more than EUR40,000,000; or (c)

an average number of employees more than 250; in each case as shown in its

last annual or consolidated accounts; (iii) otherwise permitted by law to be

offered and sold Placing 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; or (iv) in the case of any

Placing Shares acquired by a Placee as a financial intermediary, as that

term is used in Article 3(2) of the Prospectus Directive either:

(i) the Placing Shares acquired by it in the Placing have not been acquired

on behalf of, nor have they been acquired with a view to their placing or

resale to, persons in any Relevant Member State other than qualified

investors, as that term is defined in the Prospectus Directive or in

circumstances in which the prior consent of Numis or N+1 Singer (if

applicable) has been given to the placing or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in

any Relevant Member State other than qualified investors, the placing of

those Placing Shares to it is not treated under the Prospectus Directive as

having been made to such persons;

(j) to the fullest extent permitted by law, the Placee acknowledges and

agrees to the disclaimers contained in this document and acknowledges and

agrees to comply with the selling restrictions set out in this document;

(k) the Ordinary Shares have not been and will not be registered under the

Securities Act, or under the securities legislation of, or with any

securities regulatory authority of, any state or other jurisdiction of the

United States or under the applicable securities laws of Canada, Australia,

the Republic of Ireland, the Republic of South Africa or Japan or where to

do so may contravene local securities laws or regulations;

(l) the Placee is not a person located in the United States and is eligible

to participate in an "offshore transaction" as defined in and in accordance

with Regulation S of the Securities Act and the Placing Shares were not

offered to such Placee by means of "directed selling efforts" as defined in

Regulation S of the Securities Act;

(m) it is acquiring the Placing Shares for investment purposes only and not

with a view to any resale, distribution or other disposition of the Placing

Shares in violation of the US Securities Act or any other United States

federal or applicable state securities laws;

(n) the Company is not obliged to file any registration statement in respect

of resales of the Placing Shares in the United States with the U.S.

Securities and Exchange Commission or with any state securities

administrator;

(o) the Company, and any registrar or transfer agent or other agent of the

Company (including the Registrar), will not be required to accept the

registration of transfer of any Placing Shares acquired by the Placee,

except upon presentation of evidence satisfactory to the Company that the

foregoing restrictions on transfer have been complied with;

(p) the Placee invests in or purchases securities similar to the Placing

Shares in the normal course of its business and it has such knowledge and

experience in financial and business matters as to be capable of evaluating

the merits and risks of an investment in the Placing Shares;

(q) the Placee has conducted its own investigation with respect to the

Company and the Placing Shares and has had access to such financial and

other information concerning the Company and the Placing Shares as the

Placee deemed necessary to evaluate the merits and risks of an investment in

the Placing Shares, and the Placee has concluded that an investment in the

Placing Shares is suitable for it or, where the Placee is not acting as

principal, for any beneficial owner of the Placing Shares, based upon each

such person's investment objectives and financial requirements;

(r) the Placee or, where the Placee is not acting as principal, any

beneficial owner of the Placing Shares, is able to bear the economic risk of

an investment in the Placing Shares for an indefinite period and the loss of

its entire investment in the Placing Shares;

(s) there may be adverse consequences to the Placee under United States and

other tax laws resulting from an investment in the Placing Shares and the

Placee has made such investigation and has consulted such tax and other

advisors with respect thereto as it deems necessary or appropriate;

(t) the Placee is not a resident of the United States, Canada, Australia,

the Republic of South Africa, the Republic of Ireland or Japan and

acknowledges that the Placing Shares have not been and will not be

registered nor will a prospectus be prepared in respect of the Placing

Shares under the securities legislation of the United States, Canada,

Australia, the Republic of South Africa, the Republic of Ireland or Japan

and, subject to certain exceptions, the Placing Shares may not be offered or

sold, directly or indirectly, in or into those jurisdictions or in any other

jurisdiction in which any such offer, invitation or solicitation is or would

be unlawful;

(u) the Placee is liable for any capital duty, stamp duty and all other

stamp, issue, securities, transfer, registration, documentary or other

duties or taxes (including any interest, fines or penalties relating

thereto) payable outside the UK by it or any other person on the acquisition

by it of any Placing Shares or the agreement by it to acquire any Placing

Shares;

(v) in the case of a person who confirms to Numis or N+1 Singer (if

applicable) on behalf of a Placee an agreement to acquire Placing Shares

under the Placing and/or who authorises Numis or N+1 Singer (if applicable)

to notify such Placee's name to the Registrar, that person represents and

warrants that he has authority to do so on behalf of the Placee;

(w) the Placee 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 2007 and any other

applicable law concerning the prevention of money laundering and, if it is

making payment on behalf of a third party, that satisfactory evidence has

been obtained and recorded by it to verify the identity of the third party

as required by the Money Laundering Regulations 2007 and, in each case,

agrees that pending satisfaction of such obligations, definitive

certificates (or allocation under the CREST system) in respect of the

Placing Shares comprising the Placee's allocation may be retained at Numis'

or N+1 Singer's (as applicable) discretion;

(x) the Placee agrees that, due to anti-money laundering and the countering

of terrorist financing requirements, Numis, N+1 Singer and/or the Company

may require proof of identity of the Placee and related parties and

verification of the source of the payment before the application can be

processed and that, in the event of delay or failure by the Placee to

produce any information required for verification purposes, Numis, N+1

Singer and/or the Company may refuse to accept the application and the

subscription moneys relating thereto. It holds harmless and will indemnify

Numis, N+1 Singer and/or the Company against any liability, loss or cost

ensuing due to the failure to process this application, if such information

as has been required has not been provided by it or has not been provided on

a timely basis;

(y) the Placee 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 (depository receipts and clearance services);

(z) the Placee has complied with and will comply with all applicable

provisions of FSMA with respect to anything done by the Placee in relation

to the Placing in, from or otherwise involving the UK;

(aa) if the Placee is in the UK, the Placee is a person (i) who has

professional experience in matters relating to investments falling within

article 19(5) of the Order or (ii) a high net worth entity falling within

article 49(2)(a) to (d) of the Order, or is a person to whom this document

may otherwise be lawfully communicated, and in all cases is capable of being

categorised as a Professional Client or Eligible Counterparty for the

purposes of the FCA Conduct of Business Rules (all such persons together

being referred to as "relevant persons");

(bb) if the Placee is in the European Economic Area, the person is a

"Professional Client/Eligible Counterparty" within the meaning of Annex

II/Article 24 (2) of MiFID and is not participating in the Placing on behalf

of persons in the European Economic Area other than Professional Clients or

persons in the UK and other member states (where equivalent legislation

exists) for whom the Placee has authority to make decisions on a wholly

discretionary basis as above;

(cc) in the case of a person who confirms to Numis or N+1 Singer (as

applicable) on behalf of a Placee an agreement to acquire Placing Shares

under the Placing and who is acting on behalf of a third party, that the

terms on which the Placee (or any person acting on its behalf) are engaged

enable it to make investment decisions in relation to securities on that

third party's behalf without reference to that third party;

(dd) neither Numis nor N+1 Singer is not making any recommendation to the

Placee or advising the Placee regarding the suitability or merits of

participation in the Placing or any transaction the Placee may enter into in

connection with the Placing or otherwise. The Placee is not Numis' or N+1

Singer's client in connection with the Placing and neither Numis nor N+1

Singer will be responsible to any Placee for providing the protections

afforded to Numis' or N+1 Singer's clients or providing advice in relation

to the Placing and neither Numis nor N+1 Singer will not have any duties or

responsibilities to any Placee similar or comparable to "best execution" and

"suitability" imposed by the Conduct of Business Sourcebook contained in the

rules of the FCA;

(ee) the exercise by Numis or N+1 Singer of any rights or discretions under

the Placing Agreement shall be within its absolute discretion and Numis or

N+1 Singer (as applicable) need not have any reference to any Placee and

shall have no liability to any Placee whatsoever in connection with any

decision to exercise or not to exercise or to waive any such right and each

Placee agrees that it shall have no rights against Numis, N+1 Singer or its

directors or employees under the Placing Agreement;

(ff) the Placee's commitment to acquire Placing Shares on the terms set out

herein will continue notwithstanding any amendment that may in future be

made to the terms of the Placing and that Placees will have no right to be

consulted or require that their consent be obtained with respect to the

Company's conduct of the Placing;

(gg) it irrevocably appoints any director of Numis or N+1 Singer as its

agent for the purposes of executing and delivering to the Company and/or the

Registrar any documents on its behalf necessary to enable it to be

registered as the holder of any of the Placing Shares agreed to be taken up

by it under the Placing and otherwise to do all acts, matters and things as

may be necessary for, or incidental to, its acquisition of any Placing

Shares in the event of its failure so to do; and

(hh) it will indemnify and hold the Company, Numis, N+1 Singer and their

respective Affiliates harmless from any and all costs, claims, liabilities

and expenses (including legal fees and expenses) arising out of or in

connection with any breach of the representations, warranties,

acknowledgements, agreements and undertakings in this Appendix and further

agrees that the provisions of this Appendix will survive after completion of

the Placing.

The Company, Numis and N+1 Singer will rely upon the truth and accuracy of

each of the foregoing representations, warranties and undertakings.

SUPPLY AND DISCLOSURE OF INFORMATION

If any of Numis, N+1 Singer, the Registrar or the Company (or any of their

respective agents) request any information about a Placee's agreement to

acquire Placing Shares, such Placee must promptly disclose it to them.

MISCELLANEOUS

The rights and remedies of Numis, N+1 Singer, 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 will not prevent the exercise of others.

On application, each Placee may be asked to disclose, in writing or orally

to Numis or N+1 Singer (as applicable):

(a) if he is an individual, his nationality; or

(b) if he is a discretionary fund manager, the jurisdiction in which the

funds are managed or owned.

All documents will be sent at the Placee's risk. They may be sent by post to

such Placee at an address notified to Numis or N+1 Singer (as applicable).

Each Placee agrees to be bound by the Articles once the Placing Shares which

such Placee has agreed to acquire have been acquired by such Placee. The

provisions of this Appendix may be waived, varied or modified as regards

specific Placees or on a general basis by Numis or N+1 Singer (as

applicable). The contract to acquire Placing Shares and the appointments and

authorities mentioned herein will be governed by, and construed in

accordance with, the laws of England and Wales. For the exclusive benefit of

Numis, N+1 Singer the Company and the Registrar, each Placee irrevocably

submits to the exclusive jurisdiction of the English courts in respect of

these matters. This does not prevent an action being taken against a Placee

in any other jurisdiction. In the case of a joint agreement to acquire

Placing Shares, references to a "Placee" in these terms and conditions are

to each of such Placees and such joint Placees' liability is joint and

several. All times and dates in this document are subject to amendment and

Numis, N+1 Singer, the Company each expressly reserve the right to modify

the Placing (including, without limitation, its timetable and settlement) at

any time before allocations of Placing Shares under the Placing are

determined.

The Placing is subject to the satisfaction of the conditions contained in

the Placing Agreement and the Placing Agreement not having been terminated.

Further details of the terms of the Placing Agreement are set out above.

DEFINITIONS USED IN THIS ANNOUNCEMENT

"Acquisition" means the acquisition by the Company of the entire issued and

to be issued share capital of the Target;

"Acquisition Agreement" means the conditional agreement dated 27 September

2017 between (1) the Sellers and (2) the Company relating to the

Acquisition;

"Admission" means admission of the Placing Shares to trading on AIM becoming

effective in accordance with the AIM Rules

"AIM" the market of that name operated by the London Stock Exchange;

"AIM Rules" the AIM Rules for Companies;

"Articles" the articles of association of the Company currently in force;

"Bookbuild" means the accelerated bookbuild process to be conducted in

relation to the Placing which will establish the demand for and total number

of Placing Shares to be issued pursuant to the Placing at the Placing Price.

"Business Day" a day (excluding Saturdays, Sundays or public holidays in

England and Wales) on which banks generally are open in London for the

transaction of business

"Cash Placing Shares" means new Ordinary Shares to be issued and allotted by

the Company to Placees for cash pursuant to the terms of the Placing

Agreement;

"certificated" or "in certificated form" where a security is not held in

uncertificated form (i.e. not in CREST)

"Closing Date" means the date on which settlement of the Placing Shares

takes place, which will be advised to Placees, but is expected to be on or

around 2 October 2017;

"Company" Ergomed plc

"CREST" the relevant system (as defined in the CREST Regulations) in respect

of which Euroclear is the Operator (as defined in the CREST Regulations)

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI

2001/3755)

"Directors" the directors of the Company

"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST

"FCA" the Financial Conduct Authority of the United Kingdom

"FSMA" the Financial Services and Markets Act 2000 (as amended)

"Group" the Company and its subsidiary undertakings

"London Stock Exchange" London Stock Exchange plc

"N+1 Singer" Nplus1 Singer Advisory LLP, registered in England and Wales

with number OC364131, whose registered office is at One, Bartholomew Lane,

London EC2N 2AX and its affiliate, Nplus1Singer Capital Markets Limited,

registered in England and Wales with number 0572780, whose registered office

is at One, Bartholomew Lane, London EC2N 2AX.

"Numis" Numis Securities Limited, registered in England and Wales with

number 2285918, whose registered office is at 10 Paternoster Square, London

EC4M 7LT

"Ordinary Shares" the ordinary shares of £0.01 in the capital of the

Company

"Placees" Relevant Persons procured by Numis or N+1 Singer pursuant to the

Placing Agreement who agree to subscribe for or acquire as allottee the

Placing Shares

"Placing" the placing of Placing Shares as described in this document

"Placing Agreement" the agreement relating to the Placing dated 28 September

2017 between the Company, Numis and N+1 Singer

"Placing Price" 165 pence per Placing Share

"Placing Shares" the Cash Placing Shares and the Vendor Placing Shares to be

issued pursuant to the Placing

"Prospectus Directive" the Directive of the European Parliament and of the

Council of the European Union 2003/71/EC

"Regulation S" Regulation S under the Securities Act;

"Securities Act" the US Securities Act of 1933, as amended

"Sellers" means the current and proposed shareholders of the Target, who are

a party to the Acquisition Agreement;

"Shareholders" holders of Ordinary Shares

"Target" means PSR Group B.V.;

"uncertificated" or "in uncertificated form" recorded on the register of

members of the Company as being

held in uncertificated form in CREST and title to which, by virtue of the

CREST Regulations, may be transferred by means of CREST

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern

Ireland

"United States" or "US" the United States of America, its territories and

possessions and the District of Columbia; and

"Vendor Placing Shares" means new Ordinary Shares to be issued and allotted

by the Company pursuant to the terms of the Placing Agreement and the

Acquisition Agreement to persons nominated by N+1 Singer and/or Numis in

consideration of the transfer of the shares of the Target.

---------------------------------------------------------------------------

28.09.2017 Veröffentlichung einer Corporate News/Finanznachricht,

übermittelt durch DGAP - ein Service der EQS Group AG.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,

Corporate News/Finanznachrichten und Pressemitteilungen.

Medienarchiv unter http://www.dgap.de

---------------------------------------------------------------------------

613817 28.09.2017

°