JOULES ANNOUNCES INTENTION TO FLOAT ON AIM

03 May 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW
 
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan or any other jurisdiction where to do so might constitute a violation of breach of any applicable law. Investors should not purchase any shares referred to in this announcement except on the basis of information in the admission document (the "Admission Document") expected to be issued by Joules Group PLC ("Joules" or the "Company" or the “Group”) in due course in connection with the proposed admission of all of its ordinary shares ("Shares") to AIM, a market operated by the London Stock Exchange plc ("Admission").  Copies of the Admission Document will, following publication, be available at the registered office of the Company, subject to applicable securities laws or regulations.
 
The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this document comes should inform themselves about and observe any relevant restrictions.  In particular, this announcement is not for release, publication or distribution, directly or indirectly, in, into or from the United States of America, Canada, Australia, the Republic of South Africa, New Zealand or Japan.
 
This announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment in relation thereto.
 
Recipients of this announcement who intend to purchase or subscribe for shares in the Company following publication of the final admission document are reminded that any such purchase or subscription must only be made solely on the basis of the information contained in the admission document (and, if relevant, any supplementary admission document) relating to the Company in its final form.
 
The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the “US 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.  No public offer of the shares is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan.  No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
 
Peel Hunt LLP, Liberum Capital Limited and N M Rothschild & Sons Limited are acting exclusively for the Company and no-one else in connection with the proposed offer of the Company’s securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the proposed offer, the contents of this announcement or any other matter referred to herein.
 
This announcement and any offer mentioned herein if subsequently made are only addressed to and directed at persons in member states of the European Economic Area who are ‘qualified investors’ within the meaning of Article (2)(1)(e) of the Prospectus Directive (Directive 2003/71/EC).
 
 03 May 2016
Joules Group plc
(“Joules”, the “Company” or the “Group”)
 
INTENTION TO FLOAT ON AIM
 
Joules, a British premium lifestyle brand, announces its intention to seek admission of its Shares to trading on AIM, a market of the London Stock Exchange (“Admission”).
 
The Group designs and sells Joules branded clothing across womenswear, menswear, childrenswear and babywear categories, as well as collections of accessories, footwear and homeware. The established and distinctive Joules brand is characterised by colour and proprietary prints and built on values of ‘time-off’, Britishness, family and fun.
 
Key strengths:
 
Joules is an established and distinctive lifestyle brand with a loyal and growing customer base
  • Founded in 1989, Joules has an authentic British heritage and an established, distinctive brand known for its colour and proprietary prints designed by the Company’s in-house design team;
  • Joules was winner of ‘Fashion Retail Business of the Year’ at the 2015 Drapers Awards1; and
  • The Company holds a database of approximately 2 million customers, which has doubled in size since 2013, and 38 per cent. of which have made purchases in the previous 12 months, up from 33 per cent. in May 2015, reflecting targeted marketing and increasing brand traction.
 
The brand is growing rapidly in the UK and internationally
  • Group revenues increased 50.2 per cent. to £116.4m between FY13 and FY15 driven primarily by store roll-out, continued expansion of e-commerce and increased sales within existing wholesale accounts;
  • Joules has a fast growing presence in North America and Germany and between FY13 to FY15 International revenues increased 198 per cent. to £10.6m; and
  • An average of 12 new stores each year have been opened in the UK over the last three years.
 
Joules is a truly multi-channel brand operating across its own retail stores, e-commerce, wholesale, country shows and licensing
  • Joules has a balanced, multi-channel proposition with retail stores, e-commerce, and wholesale channels representing 46 per cent., 22 per cent. and 27 per cent. of revenues in 2015 respectively;
  • The Company has 98 stores in the UK and ROI and an established e-commerce platform; and
  • Joules is a top selling wholesale brand in major UK retailers such as John Lewis and Next Label.
 
Clear strategy for growth
  • Enhance customer value through increasing the average spend and frequency of transaction of active customers and increasing the overall number of active customers;
  • Continue UK store rollout with proven store formats;
  • International expansion in existing markets; and
  • Extension of the Joules brand to meet the lifestyle needs of its customers in existing and new product categories.
 
A well invested infrastructure to support growth
  • Significant investment has been made in IT infrastructure, supply chain and people across the business, particularly in management and the creative and commercial teams establishing a strong platform for future growth.
 
Placing highlights
  • Admission expected to occur during Q2 2016;
  • In connection with Admission, the Company announces the appointment of David Stead as Senior Independent Non-Executive Director and Jill Little as Independent Non-Executive Director. The Directors believe that these individuals will bring significant additional experience and support to the Board of Joules. Neil McCausland will continue as Non-Executive Chairman of the Group. Tom Joule, Founder and Chief Brand Officer, will continue as an executive director; and
  • Peel Hunt LLP is acting as Nominated Advisor and Joint Bookrunner and Liberum Capital Limited is acting as Joint Bookrunner in relation to Admission. Rothschild is acting as Financial Adviser to the Company.
 
Colin Porter, Chief Executive Officer of Joules, said: “Joules is a distinctive, established and fast-growing lifestyle brand and we are delighted to announce our intention to list on AIM as an exciting new phase in the brand’s development.
 
Joules has a rare heritage and a strong presence across clothing and lifestyle product categories. Since the brand’s foundation more than 26 years ago, Joules has enjoyed strong, consistent growth developing into the much-loved fun, family, ‘time-off’ lifestyle brand it is today. We have a clear strategy to develop the brand further and we see real potential for continued growth across channels both in our core UK market and internationally.”
 
Enquiries:
 
Joules Group plc  |  Tel: +44 (0) 1858 435 255
Colin Porter, CEO
Marc Dench, CFO      
 
Peel Hunt LLP (Nominated Advisor,  Joint Bookrunner)  |  Tel: +44 (0) 20 7418 8900
Dan Webster
Adrian Trimmings
George Sellar
 
Liberum Capital Limited (Joint Bookrunner)  |  Tel: +44 (0) 20 3100 2000
John Fishley
Anna Hartropp
Joshua Hughes         
 
Rothschild (Financial Adviser to the Company)  | Tel: +44 (0) 20 7280 5000
Majid Ishaq
John Byrne
Shannon Nicholls     
 
Hudson Sandler (Public Relations)  |  Tel: +44 (0) 20 7796 4133
Michael Sandler
Alex Brennan
Lucy Wollam 

http://www.joules.com/

http://www.joulesgroup.com 

 
1 in the £30-100m category
 
 
Notes to the editors:
 
Background to the Company
 
Joules is a British premium lifestyle brand which designs and sells Joules branded lifestyle clothing, accessories and homeware. Today, Joules has 98 UK and ROI stores, a customer database of approximately 2 million customers, an established e-commerce platform and a fast growing international presence. Joules is also a top selling wholesale brand in major UK retailers such as John Lewis and Next Label and in 2015 won the “Fashion Retail Business of the Year”, in the £30-£100m turnover category at the Drapers Awards.
 
The Joules brand is at the heart of the business and encompasses values of “time-off”, heritage, countryside, Britishness, family and fun, which the Directors believe resonate strongly with its large, growing and loyal customer base. The Group’s brand values are reflected in the product designs, which are recognisable for their distinctive colours, prints, detail and quality. These designs have successfully stretched across a broad range of product categories, from womenswear to homeware, demonstrating the brand’s relevance to multiple aspects of Joules’ customers’ lives.
 
The Group operates a balanced multi-channel proposition which encompasses retail (stores and e-commerce), wholesale and other smaller channels such as the country shows and events circuit and licensing. Group revenues grew by 50.2 per cent. between FY13 and FY15 to £116.4m. In FY15, store, e-commerce and wholesale revenues represented 46 per cent., 22 per cent. and 27 per cent. of total revenue respectively.
 
The business has grown rapidly in the UK and internationally. In the UK, revenues have grown 44 per cent. to £105.8m from FY13 to FY15, driven primarily by store roll-out, increased sales within existing wholesale accounts and continued expansion of e-commerce. In the same period, International revenues have grown 198 per cent. to £10.6m. The growth of the business has been underpinned by significant investments made in the Group’s infrastructure, including supply chain, IT, international sales support offices and people.
 
The Group’s operations
 
Brand
 
Joules is a premium lifestyle brand which has an authentic heritage and is distinctive for its brand values of “time-off”, heritage, countryside, Britishness, family and fun.
 
The brand has evolved over recent years and has broadened its appeal whilst maintaining its core values. An independent customer survey showed that all customers surveyed recognise the quality of the product and the colourful nature of the brand; with newer customers recognising the brand’s association with fashion, reflecting the evolution of the brand, while maintaining its heritage.
 
A consumer panel survey showed that brand awareness of Joules has increased from 37 per cent. to 44 per cent. since 2013, which the Directors believe has been supported by Joules’ store roll-out over the same period. The survey also showed Joules’ conversion from awareness to purchase has increased from 24 per cent. to 34 per cent. over the same period. However, relative to other lifestyle brands, brand awareness and conversion is low and therefore the Directors believe there is opportunity to grow awareness further and capitalise on accelerating conversion.
 
Products
 
Joules’ brand and design-led ethos drives its unique and distinctive product designs, which the Directors believe have been vital to the success of the business. Key components of the designs include quality, colour and exclusive prints (e.g. florals, conversationals, “pops of colour” and screen prints) and detail (e.g. detail on buttons, printed linings, fun appliques and sub-brand labelling) that surprise and delight customers.
 
The Joules brand has demonstrated its ability to stretch across multiple categories and as such the Group has a broad product portfolio, which includes womenswear, menswear, childrenswear, babywear, accessories, footwear and homeware. Womenswear is the largest product category, representing approximately 50 per cent. of FY15 revenues.
 
The Directors believe the brand has low fashion risk.  Approximately two-thirds of its range each season can be described as ‘core’ designs, which are designs based on, or evolved from, a historically successful product. The remaining third are new designs, which are more aligned to fashion interpreted for the Joules customer, whilst maintaining the unique colour, print and detail that the brand has become known for. The Directors believe this combination keeps the brand relevant whilst true to its values, attracting new customers whilst maintaining the core loyal customer.  
 
The Group is not over reliant on one product style, with the top ten styles representing approximately 9 per cent. of FY15 revenues. Similarly, the Group is not over reliant on one season, with Spring / Summer and Autumn / Winter representing approximately 47 per cent. and 53 per cent. of FY15 revenues respectively.
 
Product designs and prints are fundamental to the business and as such the Group has significantly invested in both the design and print teams across all product categories, with approximately 31 employees in the creative team (print and design). Each product category has its own dedicated creative and commercial (e.g. buying, merchandising and technical) teams, which are supported by Joules’ in-house product and channel marketing teams.
 
There are two primary collections per year: Spring / Summer and Autumn / Winter. Within each collection, there are three sub-collections which are released chronologically during the collection’s selling period, keeping the range ‘fresh’ with new products at regular intervals and also typically reflecting the changes in the weather climate. A transitional range is also released between each collection.
 
A collection is designed and developed internally over a period of up to 12 months prior to the first ‘sell-in’ of the collection to wholesale customers.
 
Following the product selection stage, the Group showcases the collection to wholesale buyers in the UK and internationally and receives orders for the collection. The wholesale order-book closes approximately four months ahead of the first deliveries of the collection.  The wholesale order-book, which in FY13, FY14 and FY15 represented more than 90 per cent of the total wholesale revenues for each collection, provides the Group with an early indication of which products are likely to be best sellers within the wholesale channel.
 
For the Group’s own retail stores and e-commerce channels, it selects an edited range from that offered to wholesale customers and complements this with products sourced on a shorter, nearer to the season, cycle.
 
Customers
 
Joules’ typical customer is female, aged 25-54 years and sits within either the A, B or C1 socio-demographic groups; however this customer base has evolved in recent years with the Company attracting more men and younger customers. The majority of these customers are shopping for both themselves and the family.
 
The lifestyle imagery of the Joules brand is ideal for social media and as such Joules uses a range of social media (including Facebook, Twitter, Instagram and Pinterest) to generate awareness and traffic, and to inspire customers. Joules outperforms other premium lifestyle brands in terms of social media engagement (relative to UK brand sales).
 
The Directors believe the Group’s large and growing customer database is a key asset to the business. From June 2013 to February 2016, the customer database has doubled in size to approximately 2 million customers. More than 759,000 of today’s customers are “Active Customers” (being a customer who has transacted in a Joules retail store or ecommerce channel in the last 12 months), compared to approximately 529,000 in May 2015.
 
The Directors believe the growth in the Group’s customer database and loyalty is driven by Joules’ effective programme of new customer acquisition, customer retention activities and customer reactivation marketing campaigns. The Group has a data driven and granular view of its customers which has enabled it to improve customer metrics including number of Active Customers, order frequency, average order value and reactivation rates.
 
New additions to the Group’s customer database come from both its retail stores and multiple direct marketing channels (including digital and off-line, pay-per-click, affiliates and e-mail).  The cost of new customer acquisition is significantly less than the average gross profit contribution from an Active Customer.
 
Sales Channels
 
The Directors believe Joules is truly multi-channel in its operations, and this is reflected by its balanced revenue mix by channel. The Group has two key channels to market: retail (including retail stores and e-commerce) and wholesale. Other routes to market include the country shows and events circuit and licensing.
 
Company Strategy
 
The Group’s strategy is to increase customer value, continue to roll-out stores in the UK, grow the international business and extend its product offering within existing and new categories leveraging existing teams and licensing.
 
Increase customer value
The Group intends to continue to grow its customer database, increase the number of Active Customers and develop the value of the average Active Customer through increased frequency of and / or spend per transaction.Initiatives to help achieve this include:
 
  • Customer acquisition campaigns via existing and new channels;
  • Personalising communications and website content;
  • New customer on-boarding campaigns;
  • Retention and reactivation activities;
  • Targeted communications to retain and develop higher value customers; and
  • Improvements in “single customer view”.
 
The Directors believe that the Group’s customer database combined with enhanced customer insight and personalisation capabilities provide the opportunity to better understand, segment, and present more relevant communications and personalised offers to its customers in a consistent way across Retail channels, which will provide Joules with a sustainable competitive advantage.
 
UK and ROI store roll-out
The Directors are targeting a net 10 - 12 new store openings per annum over the medium term. For existing sites where more space is required, the Directors will consider relocations and extensions.
 
New store openings follow a rigorous and structured appraisal process. New locations are assessed against a number of investment hurdles including being able to deliver a minimum level of contribution and achieve payback (of initial capital expenditure, working capital and opening costs totaling approximately £250,000 to £300,000) within a 24 month timeframe.
 
The Group has over 100 target locations where the Directors believe that it could successfully open a Joules store, subject to the availability of an appropriate site on appropriate terms. These locations are across a mix of store location types (e.g. Metro, Local, Lifestyle) and geographies. Target locations have been identified following a detailed profiling exercise including demographic data, local total shopper and ‘Joules shopper’ populations overlaid with data from existing Joules e-commerce transactions. 10 – 20 of these opportunities are actively under appraisal at any time.
 
The Directors forecast the business to have 98 stores plus 3 franchise stores by the end of FY16. The Directors are confident of opening 12 stores in FY17.
 
International expansion
International expansion is a priority for the Group.The Director’s believe that the Joules brand and products resonate well in international markets and the new markets provide an opportunity to further leverage the investment in the central creative and commercial teams. The Group’s international strategy is to:
 
  • Continue to focus on developing North America and Germany in the medium term (no new markets have been assumed in the medium term business plan, however the Group continues to assess potential opportunities including the Middle East, Japan and China);
  • Continue to expand through wholesale accounts and e-commerce channels, with no medium term plans for own retail stores (although the Group will continue to assess the potential for retail presence);
  • Deepen relationships with existing House accounts to grow the number of doors and categories (as was successfully achieved with major UK wholesale House accounts such as John Lewis);
  • Extend footwear reach through specialist footwear agents;
  • Support specialist agents to grow Field accounts;
  • Continue to invest in trade shows to build brand awareness amongst wholesale customers;
  • Support wholesale customers with limited additional marketing spend – primarily being through PR activities and digital or social media marketing; and
  • Add new accounts.
 
The Directors are targeting 20 per cent. of Group revenue from international in the medium term, up from approximately 10 per cent. in the nine months to the end of February 2016.
 
Product Extension
Joules is a premium lifestyle brand that delivers a product proposition for the whole family and extends into their home.As a lifestyle brand, the product offer naturally extends to meet many of the lifestyle needs of Joules’ customers. As such, Joules has had success extending its product offer within existing categories and into new categories. The Group has had particular success in expanding within categories such as womenswear (with sub-categories such as outerwear, knitwear and nightwear), as well as with other categories including accessories, babywear and homeware. The Group has also had success licensing products such as toiletries, bed-linen and eyewear. The Group intends to continue expanding its product offering within its existing categories and enter new categories.
 
Directors
 
Founder and Chief Brand Officer – Tom Joule
Tom Joule founded Joules in 1989. The brand that we know and love today was born after Tom’s entrepreneurial spirit led him to create practical, stylish high-quality products to reflect the colourful personalities of those who love the outdoors. As Chief Brand Officer, Tom is focused on developing the Joules brand, product and creative direction. Between 2010 and 2015, Tom has featured three times respectively in Drapers 100 Most Influential People in Fashion Retail. In 2015, he was a finalist in the Fashion Entrepreneur of the Year category at the Great British Entrepreneur Awards.
 
Chief Executive Office – Colin Porter
Colin joined Joules in 2010 from Crombie, having been Joint Managing Director. Prior to this Colin spent over 10 years at House of Fraser, becoming Commercial Director on the main Board. Colin has also held a number of senior positions within the retail sector including positions at ETAM, Laura Ashley and Arcadia.
 
Chief Financial Officer – Marc Dench
Marc joined Joules in 2015 from Walgreens Boots Alliance, having been Chief Financial Officer of its International Retail & Global Consumer Brands division. Marc has previously held a number of senior financial and corporate development positions at Alliance Boots, Homeserve, Experian and Freeserve (Wanadoo/Orange). Whilst at Freeserve, he was involved in the successful IPO process and then the subsequent merger with Wanadoo. Marc is a Chartered Accountant and has an MBA from Sauder Business School.
 
Non-Executive Chairman – Neil McCausland
Neil joined Joules in 2013.He also Chairs Karen Millen, Create Fertility and Skin Ltd.For the 4 years to September 2015, Neil was the Senior Independent Director of the Post Office Limited, where he chaired the remuneration committee and served on both the audit and nominations committees.Before that he was a Non- Executive Director of Nuffield Health.Over the last 15 years he has chaired a number of companies, including 6 years as Chairman of Kurt Geiger.
 
Senior Non-Executive Director – David Stead
David agreed to join the Board in April 2016. David is currently on the Board of Card Factory plc as an Independent Non-Executive Director. He has over 15 years’ experience as a director of companies in the UK retail sector. David was the Finance Director of Dunelm Group plc for 12 years from 2003 to 2015. Prior to this, David served as Finance Director for Boots The Chemists and Boots Healthcare International between 1991 and 2003. David is a chartered accountant, having spent the early part of his career with KPMG.
 
Independent Non-Executive Director – Jill Little
Jill agreed to join the Board in April 2016. Jill is currently a Senior Non-Executive Director of Shaftesbury plc. Jill has spent the majority of her career in the retail industry. Firstly at Simpsons of Piccadilly and then at the John Lewis Partnership (1975 to 2012). Jill became Merchandise Director on the Board of John Lewis, moving roles to become the Strategy and International Director where she was responsible for developing the long term strategy and international expansion of John Lewis. Thereafter Jill became Business and Development Director of the John Lewis Partnership.
 
Senior management team
  • Andrea Gray (Retail & Shows Director)
  • Chloe Ward (Creative Director)
  • Kara Groves (Commercial and International Director)
  • Penny Parry (Wholesale (UK & Europe) Director)
  • Ralph Percival (E-Commerce Director)
  • Ronny Helvey (Marketing Director)
  • Sallie Barnet (HR Director)
 
Forward-looking statements
 This announcement includes statements that are, or may be deemed to be, ‘‘forward-looking statements’’. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ‘‘believes’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘expects’’, ‘‘intends’’, ‘‘plans’’, ‘‘may’’, ‘‘will’’ or ‘‘should’’ or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors’ or the Group’s intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Group operates and the general economic outlook.
 
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group’s actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group’s operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward- looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.
 
These forward looking statements speak only as of the date of this announcement. The Company, each of the Banks (as defined below) and Rothschild (as defined below) expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.
 
Important notice
 
This is a financial promotion and is not intended to be investment advice.
 
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Peel Hunt LLP solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.
 
The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of Shares on Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information is this announcement is subject to change.
 
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document to be issued by the Company in due course in connection with Admission.
 
This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) (collectively, the "United States"), Australia, Canada, the Republic of Africa, New Zealand, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
 
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, New Zealand, or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
 
The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan. There will be no public offer of the Shares in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.
 
This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who 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"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
 
The timetable for Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission or the Shares. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Potential investors should consult a professional adviser as to the suitability of the shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.
 
Liberum Capital Limited and Peel Hunt LLP (together the “Banks”), each of which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, are acting exclusively for the Company and no-one else in connection with Admission. They will not regard any other person as their respective clients in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
 
N M Rothschild & Sons Limited (“Rothschild”), which is authorised in the United Kingdom by the Prudential Regulation Authority (“PRA”) and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for the Company in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Rothschild nor for advising such person in relation to Admission.
 
None of Banks, nor Rothschild, nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
 
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.