RNS Number : 2888W Earnz PLC 11 March 2026 THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF EARNZ PLC OR OTHER EVALUATION OF ANY SECURITIES OF EARNZ PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION. 11 March 2026 EARNZ plc ("EARNZ", the "Company" or the "Group") Proposed Acquisition of ZERO CARBON GROUP LTD ("ZCG"), Placing to raise up to £3.50 million and Retail Offer of up to £0.5 million EARNZ plc ("EARNZ" or the "Company") (AIM: EARNZ), an energy services company whose objective is to capitalise on the drive for global decarbonisation, announces a proposed placing of up to 70,000,000 new ordinary shares of 4 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 5.0 pence per Placing Share (the "Placing Price") to raise gross proceeds (before expenses) of up to £3.50 million (the "Placing"). In addition to the Placing, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the BookBuild Platform (the "Retail Offer", together with the Placing, the "Fundraising") up to £0.5 million at the Placing Price via the issue of further new Ordinary Shares (the "Retail Offer Shares", together with the Placing Shares and the Initial Consideration Shares, the "New Ordinary Shares"). The Placing Shares and the Retail Offer Shares (assuming that the maximum number of the Placing Shares and the Retail Offer Shares will be allotted and issued) will represent approximately 32.80 per cent. of the Company's enlarged share capital immediately following Admission (the "Enlarged Share Capital") and the Placing Price represents a discount of approximately 4.76 per cent. to the closing mid-market price of 5.25 pence per Ordinary Share on 10 March 2026, being the latest practicable date prior to the release of this announcement. EARNZ proposes to use the net proceeds of the Placing to: • satisfy the initial cash consideration payable for ZCG; and • provide additional working capital for the Enlarged Group. EARNZ proposes to use the net proceeds of the Retail Offer to provide additional working capital for the Enlarged Group. Acquisition of ZERO CARBON GROUP LIMITED EARNZ Holdings has signed a conditional sale and purchase agreement (the "SPA") with the existing shareholders (the "Vendors") of ZCG to acquire ZCG's entire issued share capital for a maximum total consideration of £9.5 million: • initial consideration of up to £5 million to be satisfied by: (a) £3 million on Completion (£1.5 million in cash and £1.5 million in Initial Consideration Shares at the Placing Price); (b) £1 million once ZCG has achieved EBITDA of £500k following Completion (50% in cash and 50% in Consideration Shares at the Placing Price); (c) £1 million once ZCG has achieved EBITDA of £1 million following Completion (50% in cash and 50% in Consideration Shares at the Placing Price), The initial consideration to be paid following Completion (as set out in (b) and (c) above) shall be paid once the specified EBITDA threshold is met and regardless of when that occurs. Should EARNZ for any reason de-list from AIM (which is not anticipated), the Vendors shall receive the initial consideration to be paid following Completion in cash. • deferred consideration of up to £4.5 million to be 40% in Consideration Shares (issued at the higher of the Placing Price and the 7-day trailing weighted average price per share of the Company's ordinary shares as at the relevant payment date) and 60% in cash: Year 1 - £2.50 for every £1 by which ZCG's EBITDA for the 12-month period following Completion exceeds £1,000,000, up to a maximum amount payable of £2,500,000; Year 2 - £2 for every £1 by which ZCG's EBITDA for the 12-month period following the first anniversary of Completion exceeds £1,870,000, up to a maximum amount payable of £2,000,000. Year 3 - a catch-up mechanism is included in Year 3 for any deferred consideration deficit in Year 2 on the same terms as Year 2. ZCG will be acquired on a debt free/cash free basis with normalised working capital. The Vendors have agreed to enter into lock-in agreements in respect of each tranche of Consideration Shares, pursuant to which, for a period of 2 years from the date of issue of the relevant tranche (comprising 1 year lock-in and 1 year orderly market), the Vendors shall not dispose of any Consideration Shares forming part of that tranche. The Placing Shares, the Retail Offer Shares, and the Initial Consideration Shares (assuming that the maximum number of the Placing Shares, the Retail Offer Shares, and the Initial Consideration Shares will be allotted and issued) will represent approximately 45.10 per cent. of the Company's Enlarged Share Capital. Information on ZCG ZCG operates across the North of England and the Midlands, using a network of longstanding contractors as well as in-house staff, delivering whole building solutions for the energy efficiency agenda, including insulation (external and internal), installation of air source heat pumps, solar panel installations and electric vehicle chargers through certified electricians. ZCG is fully accredited, under, PAS 2030/36, MCS certified, Constructionline Gold, Trustmark and ISO 9001 and 14001. ZCG has key clients in Local Authorities, Social Housing providers and Tier 1 contractors. Management has strong relationships within the industry and the high quality of work drives repeat business. ZCG was previously called Cheshire Lanes Consultancy, and changed its name to ZCG in February 2024. Since then, the business has spent time achieving accreditations to reposition itself from a consultancy business to one delivering whole building solutions for the energy efficiency agenda. Trading in major contracts commenced in January 2025. The table below sets out summary unaudited historical financial information for the 2 years ended 31 December 2024 and the last published accounts for the shortened accounting period of 4 months to 30 April 2025: £'000 Unaudited Year ended 31 December 2023 Unaudited Year ended 31 December 2024 Unaudited 4 months to 30 April 2025 Revenue 69 6 1,675 Cost of sales (6) (5) (1,139) Gross profit 62 1 536 EBITDA 12 (25) 456 Profit before tax 12 (25) 455 Total profit after tax 12 (25) 350 The Proposed Acquisition is conditional on the passing of the Resolutions at the General Meeting to be held at Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London, EC4R 0BR, at 10 a.m. on 30 March 2026. The Proposed Acquisition is conditional on, and its completion shall take place simultaneously with, Admission. If all possible Consideration Shares were to be issued, the Consideration Shares (in the aggregate) would represent approximately 28.68 per cent. of the Company's share capital as enlarged by the issue of the maximum number of the Placing Shares, the maximum number of the Retail Offer Shares and the maximum number of the Consideration Shares. Details of the Placing Zeus Capital Limited ("Zeus") is acting as nominated adviser to EARNZ and sole broker in connection with the Placing. The Placing will be effected by way of an accelerated bookbuild (the "Bookbuild") at the Placing Price. The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out at Appendix I to this Announcement. The Placing is conditional upon, among other things, (i) the Placing Agreement between the Company and Zeus not having been terminated in accordance with its terms and (ii) the passing of the Resolutions at the General Meeting. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of Zeus, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Zeus and the Company at the close of the Bookbuild. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. Details of the Retail Offer The Retail Offer will be directed solely at existing Shareholders and is intended to give retail Shareholders in the Company an opportunity to participate in the Fundraising. A separate announcement will be made by the Company following the close of the Placing regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. The Placing is not conditional upon any minimum amount being raised under the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing. The launch of the Retail Offer will be announced separately following this announcement. The Retail Offer will conclude prior to the deadline for receipt of voting proxy forms in connection with the General Meeting and the Retail Offer Shares shall be admitted simultaneously with admission of the Placing Shares. If the Placing is terminated prior to admission, the Retail Offer shall also lapse. Directors' participation in the Placing Several of the Directors, members of their immediate families and a PDMR have indicated (but not yet committed) that they intend to participate in the Placing up to an aggregate amount of £0.334 million. General Meeting The existing authorities to allot Ordinary Shares for cash and disapply pre-emption rights under section 551 and section 570 of the Act, which the Directors were granted at the Annual General Meeting of the Company held on 28 June 2025, are insufficient to allow the expected total number of New Ordinary Shares to be issued pursuant to the Fundraising and the Proposed Acquisition. Accordingly, the Fundraising is subject to sufficient further authority to allot the New Ordinary Shares on a non-pre-emptive basis being granted by Shareholders at the General Meeting and is therefore conditional, inter alia, on the passing of the Resolutions by the Shareholders at the General Meeting which will be proposed in the coming days and is expected to be held at 10 a.m. 30 March 2026. A circular containing, inter alia, further details of the Fundraising, the Proposed Acquisition and a notice convening the General Meeting in order to pass the Resolutions (the "Circular"), is expected to be despatched to Shareholders in the coming days and the Circular, once published, will be notified and made available on the Company's website at https://earnzplc.com/. The Fundraising is wholly conditional upon, inter alia, the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting. Admission, settlement and dealings Application will be made to the Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on or around 31 March 2026, subject to passing of the Resolutions at the General Meeting. The New Ordinary Shares will, on Admission, rank pari passu in all respects with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission. Definitive share certificates in respect of the New Ordinary Shares will be despatched within 10 business days of Admission. The ISIN number of the New Ordinary Shares is GB00BRC2TB67. The TIDM is EARNZ. This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Appendix I to this Announcement sets out further information relating to the terms and conditions of the Placing. Engage with the Earnz PLC management team directly by asking questions, watching video summaries and seeing what other shareholders have to say. Navigate to our interactive investor hub here: https://investors.earnzplc.com/link/eYNdxr. For further information, please contact: https://investors.earnzplc.com/link/eYNdxr. Investor questions on this announcement We encourage all investors to share questions on this announcement via our investor hub https://investors.earnzplc.com/link/eYNdxr. Earnz Plc Peter Smith / Elizabeth Lake Via our investor hub Nominated Adviser and Broker Investment Banking Antonio Bossi / Andrew de Andrade / Oscar Stack Corporate Broking +44 (0) 203 829 5000 Dominic King / Alex Bartram Camarco - Financial PR Ginny Pulbrook / Rachel Scott +44 (0) 7961 315138 EARNZ@camarco.co.uk Subscribe to our news alert service: http://investors.earnzplc.com/auth/signup EXPECTED TIMETABLE OF PRINCIPAL EVENTS 20262 Announcement of launch of the Placing 11 March 2026 Announcement of the results of the Placing and launch of the Retail Offer 12 March 2026 Publication and posting of Circular 12 March 2026 Announcement of the results of the Retail Offer 13 March 2026 Latest time and date for receipt of completed Forms of Proxy and CREST voting instructions 10.00 a.m. on 26 March 2026 General Meeting 10.00 a.m. on 30 March 2026 Admission and commencement of dealings in the New Ordinary Shares on AIM 8.00 a.m. on 31 March 2026 Where applicable, expected date for crediting of the New Ordinary Shares in uncertificated form to CREST accounts 8.00 a.m. on 31 March 2026 Notes: 1. All references to times in this Announcement are to London time. 2. The dates and times set out in the above timetable and in the rest of this Announcement are indicative only and may be subject to change. If any such dates and times should change, the revised times and/or dates will be notified by the Company by announcement via a Regulatory Information Service. IMPORTANT NOTICES Zeus is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for EARNZ and no one else in connection with the Placing, and Zeus will not be responsible to anyone (including any Placees) other than EARNZ for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. 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 the Zeus or by any of their respective Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. The responsibilities of Zeus as EARNZ's nominated adviser under the AIM Rules for Nominated Advisers is owed solely to the London Stock Exchange and are not owed to EARNZ or to any Director or to any other person. This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of EARNZ's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of EARNZ, including amongst other things, United Kingdom domestic and global economic business conditions, market- related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which EARNZ and its affiliates operate, the effect of volatility in the equity, capital and credit markets on EARNZ's profitability and ability to access capital and credit, a decline in EARNZ's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of EARNZ may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of EARNZ speak only as of the date they are made. Except as required by applicable law or regulation, EARNZ expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in EARNZ's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of EARNZ for the current or future financial years would necessarily match or exceed the historical published earnings per share of EARNZ. The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange. Investors who have chosen to participate in the Placing, by making or accepting an oral, electronic or written and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making an offer and acquiring the Placing Shares on the terms and subject to the conditions contained herein and to be providing the confirmations, representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA. Neither the content of EARNZ's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement. INFORMATION TO DISTRIBUTORS UK product governance Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. EEA product governance Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Zeus will only procure investors in Placing who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. APPENDIX I TERMS AND CONDITIONS OF THE PLACING IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. FOR THE AVOIDANCE OF DOUBT, THESE TERMS DO NOT APPLY TO THE RETAIL OFFER OR ANY INVESTMENT BY AN INTERMEDIARY OR RETAIL INVESTOR PURSUANT TO THE RETAIL OFFER MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING A QUALIFIED INVESTOR AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024(THE "POATRS"), AND IS ALSO (I) A PERSON WHO IS AN INVESTMENT PROFESSIONAL FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) A HIGH NET WORTH COMPANY, UNINCORPORATED ASSOCIATION OR OTHER BODY FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) A PERSON TO WHOM THE PLACING SHARES MAY OTHERWISE LAWFULLY BE OFFERED UNDER THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. The distribution