Restrictions on AIM Securities
Restrictions on transfer under US securities law

Under US federal securities laws, the Common Shares, including the Placing Shares and the Subscription Shares, will be restricted securities as defined in Rule 144 of the US Securities Act. The Common Shares may not be offered, sold or delivered to the US or to, or for the account or benefit of, any US Person unless the transfer is registered under the US Securities Act or an exemption from the registration requirement is available. Only the Company is entitled to register the offer and the sale of its Common Shares under the US Securities Act and (save as referred to in paragraph 4.15 of Part 7 of the Admission document) the Company has no obligation to do so. As a result, shares in the Company must be sold in compliance with Regulation S (or any other available exemption under the US Securities Act). Trading of shares on AIM will generally meet the requirements of Regulation S, though some limitations apply with respect to sales to US Persons purchasing through AIM.

Shares that are restricted securities will also be required to bear a legend describing restrictions on transfer and prohibiting hedging transactions in the Common Shares, unless in compliance with the US Securities Act. Accordingly, these shares must be evidenced by paper certificates and will not be eligible for electronic settlement (for those who would wish to dematerialise their shares) until the legends can be removed in accordance with the US Securities Act or until the Company adopts a mechanism to facilitate electronic settlement of Regulation S securities, as further described in Part 1 of the Admission Document under the heading "Admission, Settlement and Dealings".

Potential buyers of Common Shares may perceive that these resale restrictions in the US or to a US Person as well as the legends impose a greater limitation on liquidity than apply to shares in UK-domiciled listed companies, which may make it more difficult to resell shares bearing legends than shares without legends. Holders of Common Shares will bear responsibility for compliance with applicable securities laws and the Company urges prospective investors to consult with a broker and/or legal adviser to address any questions or concerns in such regard. In the event that the market for the Common Shares outside the US does not develop or becomes illiquid, purchasers of such shares may be unable to access the market within the US due to restrictions on transfer of such shares.

US TRANSFER RESTRICTIONS

This document has been prepared by the Company in connection with the Proposals for the New Shares with non-US Persons outside the US in transactions exempt from the registration requirements of the US Securities Act in reliance on Regulation S of that Act. Terms used in this Part 6 of the Admission Document and not otherwise defined in this document shall bear the meanings ascribed thereto in Regulation S.

The New Shares have not been registered under the US Securities Act and are restricted securities as defined in Rule 144 promulgated under the US Securities Act. A subscriber or purchaser of the New Shares may not offer, sell, pledge or otherwise transfer the New Shares in the US or to, or for the account or benefit of, any US Person, except pursuant to a transaction meeting the requirements of Regulation S under the US Securities Act, an effective registration statement under the US Securities Act or an exemption from the registration requirements of the US Securities Act. Hedging transactions in the Common Shares may not be conducted, directly or indirectly, unless in compliance with the US Securities Act. The certificates evidencing the New Shares will bear a legend to the following effect, unless the Company determines otherwise in compliance with applicable law.

"THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IF SUCH TRANSFER IS EFFECTED (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE COMMON STOCK OF THE COMPANY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."

Prior to one year after the later of (1) the time when the New Shares are first offered to persons other than distributors in reliance upon Regulation S or (2) the date of closing of the Placing:
  1. every purchaser of the New Shares other than a distributor will be required to certify that it is not a US Person and is not acquiring the securities for the account or benefit of any US Person or is a US Person who purchased securities in a transaction that did not require registration under the US Securities Act;
  2. every purchaser of the New Shares will be required to agree to resell such New Shares only in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act, or pursuant to an available exemption from registration, and will be required to agree to not engage in hedging transactions, directly or indirectly, with regard to the Common Shares unless in compliance with the US Securities Act; and
  3. each distributor selling securities to a distributor, a dealer (as defined in Section 2(a)(12) of the US Securities Act), or a person receiving a selling concession, fee or other remuneration will be required to send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.
Pursuant to the Company's Post-Admission By-laws, the Company will be required to refuse to register any transfer of its securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the US Securities Act or pursuant to an available exemption from registration. Each purchaser of New Shares sold in reliance on Regulation S will be deemed to have represented and certified as follows:
  1. the purchaser is not a US Person and is not acting for the account or benefit of a US Person (other than a distributor);
  2. the purchaser understands that the New Shares have not been registered under the US Securities Act and may not be offered, resold, pledged or otherwise transferred by such purchaser except:
    a.
    1. in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulation S;
    2. pursuant to an effective registration statement under the US Securities Act; or
    3. pursuant to an available exemption from the registration requirements of the US Securities Act; and
    b. in accordance with all applicable securities laws of the US and other jurisdictions;
  3. the purchaser understands and agrees that, if in the future it decides to resell, pledge or otherwise transfer any New Shares or any beneficial interests in any New Shares prior to the date which is one year after the later of (1) the date when the New Shares are first offered to persons (other than distributors) pursuant to Regulation S and (2) the date of closing of the Placing or the Subscriptions as applicable, it will do so only outside the US in an offshore transaction in compliance with Rule 903 or Rule 904 under the US Securities Act, pursuant to an effective registration statement under the US Securities Act or pursuant to an available exemption from the registration requirements of the US Securities Act, and in each of such cases in accordance with any applicable securities law of any state of the US;
  4. the purchaser agrees to and each subsequent holder is required to, notify any purchaser of the New Shares from it of the resale restrictions referred to in paragraphs (2) and (3) above, if then applicable;
  5. the purchaser acknowledges that, prior to any proposed transfer of the New Shares other than pursuant to an effective registration statement, the transferee of the New Shares may be required to provide certifications and other documentation relating to the non-US Person status of such transferee;
  6. the purchaser will not engage in hedging transactions involving the New Shares unless in compliance with the US Securities Act; and
  7. the purchaser acknowledges that the Company and SVS and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties and agrees that if any such acknowledgement, representation or warranty deemed to have been made by virtue of its purchase of the New Shares is no longer accurate, it shall promptly notify the Company and SVS.
In this document, a "US Person" means:
  1. any natural person resident in the US;
  2. any partnership or corporation organised or incorporated under the laws of the US;
  3. any estate of which any executor or administrator is a US Person;
  4. any trust of which any trustee is a US Person;
  5. any agency or branch of a foreign entity located in the US;
  6. any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person;
  7. any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the US; and
  8. any partnership or corporate if:
    1. organised or incorporated under the laws of any foreign jurisdiction; and
    2. formed by a US Person principally for the purpose of investing in securities not registered under the US Securities Act, unless it is organised or incorporated and owned by accredited investors (as defined in Rule 501 (a) under the US Securities Act) who are not natural persons or estates or trusts.
The following are not "US Persons":
  1. any discretionary account or similar account (other than an estate or a trust) held for the benefit or account of a non-US Person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident in the US;
  2. any estate of which any professional fiduciary acting as executor or administrator is a US Person if:
    1. an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with respect to the assets of the estate; and
    2. the estate is governed by foreign law;
  3. any trust of which any professional fiduciary acting as trustee is a US Person, if a trustee who is not a US Person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust and (if the trust is revocable) no settlor is a US Person;
  4. an employee benefit plan established and administered in accordance with the law of a country other than the US and customary practices and documentation of such country;
  5. any agency or branch of a US Person located outside the US if:
    1. the agency or branch operates for valid business reasons; and
    2. the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
  6. the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their respective agencies, affiliates and pension plans and any other similar international organisations, their agencies, affiliates and pension plans.