Common use of Takeovers Clause in Contracts

Takeovers. 13.1 Subject to clause 13.6, if at any time an offer or invitation is made by the Company to the holders of the Ordinary Shares for the purchase by the Company of any of its Ordinary Shares, the Company shall promptly and without delay give notice thereof to each Warrantholder who shall be entitled, at any time whilst such offer or invitation is open for acceptance, to exercise its Subscription Rights to the extent that such rights have not been exercised or lapsed prior to the record date of such offer or invitation so as to take effect, in so far as is reasonably practicable, as if it had exercised its rights immediately prior to the record date of such offer or invitation. 13.2 Subject to clause 13.6, if at any time an offer is made to all holders of Ordinary Shares (or all holders of Ordinary Shares other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the issued share capital of the Company and the Company becomes aware that as a result of such offer the right to cast a majority of the votes which may ordinarily be cast on a poll at a general meeting of the Company may, if such offer becomes unconditional in all respects, become vested in the offeror and/or such persons or companies (the “Buyer”) as aforesaid (the “Offer”): 13.2.1 The Company shall, give notice to each Warrantholder within ten (10) Business Days of its becoming so aware, and each Warrantholder shall be entitled to exercise its Subscription Rights, conditional upon the Offer being declared unconditional in all respects, within thirty (30) days of such notice having been given by the Company (to the extent that such rights have not lapsed or been exercised prior to the record date of such Offer), and to accept or otherwise participate in such Offer on the same terms as made to all holders of Ordinary Shares. 13.2.2 If the Company fails to give notice as required by clause 13.2.1 (subject at all times to the Company’s obligations under applicable law and any other regulations ) then, provided that immediately prior to the date that the Offer is made the offer price under the Offer is greater than the Subscription Price on such date and conditional upon the Offer being declared or becoming unconditional in all respects, the Warrantholder shall be deemed to have automatically exercised its Subscription Rights in respect of all unexercised Warrants on such date at the Subscription Price on a net issuance basis as set out in clause 6.3.2 (Exercise of Subscription Rights). In such circumstances, the Company shall send a notice to the Warrantholder(s) promptly and without delay (such notice being the “Exercise Notice” for the purposes of this clause 13.2.2) upon either a Warrantholder notifying the Company of its failure to give notice as required by clause 13.2.1 or the Company or the Buyer becoming aware of the Company’s failure to give such notice requiring the Warrantholder(s) to provide the Company with the Nominal Value Payment to an account notified by the Company to the Warrantholder, and, if such Warrantholder requires any Warrant Shares to be delivered as ADSs, a duly completed issuance and delivery instruction in respect of such Warrant Shares. Upon receipt of such Nominal Value Payment and Issuance and Delivery Instruction (if applicable), subject to clause 13.3 the Warrant Shares to be issued to the Warrantholder (or to the custodian of the Depositary, if applicable) on a net issuance basis pursuant to clause 6.3.2 (Exercise of Subscription Rights) shall be allotted and issued to the Warrantholder (or the custodian of the Depositary, if applicable) credited as fully paid up in accordance with clause 6.3.2 (Exercise of Subscription Rights) and clause 8.3.1. 13.2.3 Nothing in this clause 13.2 shall oblige the Warrantholder(s) to accept any Offer made hereunder, save to the extent that such Offer, whether by court order or otherwise, shall have become binding on all shareholders and the offer price under such Offer is greater than the Subscription Price, in which case the Warrantholder(s) shall be deemed to have accepted it on the terms set out herein. 13.3 [Not used] 13.4 [Not used] 13.5 For the avoidance of doubt, publication of a compromise or scheme of arrangement under the Companies Act providing for the acquisition by any person of the whole or any part of the issued share capital of the Company shall be deemed to be the making of an Offer for the purposes of this clause 13. 13.6 If, for whatever reason, a Warrantholder fails, refuses or declines to exercise its Subscription Rights within sixty (60) days of an Offer having become unconditional in all respects, the Warrants held by such Warrantor shall automatically lapse and no Warrant Shares shall be issued to the Warrantholder thereunder.

Takeovers. 13.1 8.1 Subject to clause 13.6clauses 4.1, 8.2, 8.3, and 8.4, if at any time an offer or invitation is made by person (the Company to the holders of the Ordinary Shares for the purchase by the Company of any of its Ordinary Shares, the Company shall promptly and without delay give notice thereof to each Warrantholder who shall be entitled, at any time whilst such offer or invitation is open for acceptance, to exercise its Subscription Rights to the extent that such rights have not been exercised or lapsed prior to the record date of such offer or invitation so as to take effect, in so far as is reasonably practicable, as if it had exercised its rights immediately prior to the record date of such offer or invitation. 13.2 Subject to clause 13.6, if at any time an offer is made to all holders of Ordinary Shares (or all holders of Ordinary Shares other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offerorController) to acquire the whole or any part of the issued share capital acquires Control of the Company and the Company becomes aware that as a result of such offer a Relevant Offer, or entering into a share sale and purchase agreement which will result in the right to cast a majority of the votes which may ordinarily be cast on a poll at a general meeting Controller obtaining Control of the Company may, if such offer becomes unconditional in all respects, become vested in upon completion (on its own account or acting together with others) the offeror and/or such persons or companies (the “Buyer”) as aforesaid (the “Offer”): 13.2.1 The Company shall, give notice to each Warrantholder within ten (10) Business Days of its becoming so aware, and each Warrantholder Option Holder shall be entitled to exercise its Subscription Rights, conditional upon his Option in whole or in part within the Offer being declared unconditional in all respects, within thirty (30) period of 40 days beginning with the date when the Controller has obtained Control of such notice having been given by the Company and (if relevant) any condition subject to which the offer is made has been satisfied and to the extent that the Option is not exercised within such rights have period it shall lapse and cease to be exercisable. 8.2 Notwithstanding clause 8.1, if a person makes a Relevant Offer or negotiates a share sale and purchase agreement with the shareholders of the Company which will result in a change in Control, the Board may, in its absolute discretion and by notice, declare the Option to be exercisable either in whole or in part in anticipation of the change in Control during a reasonable limited period specified by the Board in the notice (which period shall end immediately before the Controller obtains Control of the Company if it has not lapsed or been exercised prior already ended). If the Board so declares, then subject to the record date provisions of clause 8.3 the Option (or part thereof) may be exercised at any time during such period notified by the Board. If not exercised, the Options shall lapse immediately upon expiry of such Offer)period. 8.3 The Board, in its discretion, may determine that any event which would trigger the exercise of Options (and, if relevant, the lapse of Options) under clause 8.1 shall not do so if that event takes place in the course of any corporate reconstruction or reorganisation under which the ultimate beneficial ownership of the business of the Group will remain the same, and the arrangements for the corporate reorganisation or reconstruction which include appropriate provisions for either the replacement of Options or other compensation of the Option Holder for the loss of the Option which the Board, in its reasonable opinion, considers to accept or otherwise participate in such Offer on the same terms as made to all holders of Ordinary Sharesbe fair. 13.2.2 8.4 If the Board makes a determination pursuant to clause 8.3 and the Option Holder is invited to release his rights under his Option in consideration for either the grant of a replacement option over shares in the acquiring company or the payment of other compensation and the Option Holder does not agree to release his rights under his Option then his Option shall lapse and cease to be exercisable at the end of the period within which the Option Holder could have accepted such invitation. 8.5 Unless the relevant compromise or arrangement includes appropriate provisions for the replacement of the Option or other compensation for the Option Holder for the loss of Options which the Board, in its reasonable opinion, considers to be fair then any Option may be exercised either in whole or in part within 40 days after any person (in this clause 8.5 the Controller) obtains Control of the Company fails to give notice as required by clause 13.2.1 a result of a court sanctioning a compromise or arrangement under Part 26 and (subject at all times where applicable) Part 27 of the Companies ▇▇▇ ▇▇▇▇ and to the Company’s obligations under applicable law and any other regulations ) then, provided that immediately prior to the date extent that the Offer Option is made not exercised within such period it shall lapse and cease to be exercisable. 8.6 If a court sanctioned compromise or arrangement under Part 26 and (where applicable) Part 27 of the offer price Companies ▇▇▇ ▇▇▇▇ does include appropriate provisions for the replacement of the Option or other compensation for the loss of the Option which the Board, in its reasonable opinion, considers to be fair and the Option Holder is invited, in accordance with those provisions, to release his rights under his Option in consideration for either the Offer is greater than grant of a replacement option or the Subscription Price on payment of other compensation and the Option Holder does not agree to release his rights under his Option then his Option shall lapse and cease to be exercisable at the end of the period within which the Option Holder could have accepted such date and conditional upon the Offer being declared or becoming unconditional in all respects, the Warrantholder invitation. 8.7 In this clause 8 a person shall be deemed to have automatically exercised its Subscription Rights in respect of all unexercised Warrants on such date at the Subscription Price on a net issuance basis as set out in clause 6.3.2 (Exercise of Subscription Rights). In such circumstances, the Company shall send a notice to the Warrantholder(s) promptly and without delay (such notice being the “Exercise Notice” for the purposes of this clause 13.2.2) upon either a Warrantholder notifying the Company of its failure to give notice as required by clause 13.2.1 or the Company or the Buyer becoming aware of the Company’s failure to give such notice requiring the Warrantholder(s) to provide the Company with the Nominal Value Payment to an account notified by the Company to the Warrantholder, and, if such Warrantholder requires any Warrant Shares to be delivered as ADSs, a duly completed issuance and delivery instruction in respect of such Warrant Shares. Upon receipt of such Nominal Value Payment and Issuance and Delivery Instruction (if applicable), subject to clause 13.3 the Warrant Shares to be issued to the Warrantholder (or to the custodian of the Depositary, if applicable) on a net issuance basis pursuant to clause 6.3.2 (Exercise of Subscription Rights) shall be allotted and issued to the Warrantholder (or the custodian of the Depositary, if applicable) credited as fully paid up in accordance with clause 6.3.2 (Exercise of Subscription Rights) and clause 8.3.1. 13.2.3 Nothing in this clause 13.2 shall oblige the Warrantholder(s) to accept any Offer made hereunder, save to the extent that such Offer, whether by court order or otherwise, shall have become binding on all shareholders and the offer price under such Offer is greater than the Subscription Price, in which case the Warrantholder(s) shall be deemed to have accepted it on the terms set out herein. 13.3 [Not used] 13.4 [Not used] 13.5 For the avoidance of doubt, publication obtained Control of a compromise or scheme company if he, and others acting with him, have obtained Control of arrangement under the Companies Act providing for the acquisition by any person of the whole or any part of the issued share capital of the Company shall be deemed to be the making of an Offer for the purposes of this clause 13it together. 13.6 If, for whatever reason, a Warrantholder fails, refuses or declines to exercise its Subscription Rights within sixty (60) days of an Offer having become unconditional in all respects, the Warrants held by such Warrantor shall automatically lapse and no Warrant Shares shall be issued to the Warrantholder thereunder.

Takeovers. 13.1 Subject to clause 13.6, if at any time an offer or invitation is made by the Company to the holders of the Ordinary Shares for the purchase by the Company of any of its Ordinary Shares, the Company shall promptly and without delay give notice thereof to each Warrantholder who shall be entitled, at any time whilst such offer or invitation is open for acceptance, to exercise its Subscription Rights to the extent that such rights have not been exercised or lapsed prior to the record date of such offer or invitation so as to take effect, in so far as is reasonably practicable, as if it had exercised its rights immediately prior to the record date of such offer or invitation. 13.2 Subject to clause 13.6, if at any time an offer is made to all holders of Ordinary Shares (or all holders of Ordinary Shares other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the issued share capital of the Company and the Company becomes aware that as a result of such offer the right to cast a majority of the votes which may ordinarily be cast on a poll at a general meeting of the Company may, if such offer becomes unconditional in all respects, become vested in the offeror and/or such persons or companies (the “Buyer”) as aforesaid (the “Offer”): 13.2.1 The Company shall, subject to compliance with the Takeover Code, give notice to each Warrantholder within ten (10) Business Days of its becoming so aware, and each Warrantholder shall be entitled to exercise its Subscription Rights, conditional upon the Offer being declared unconditional in all respects, within thirty (30) days of such notice having been given by the Company (to the extent that such rights have not lapsed or been exercised prior to the record date of such Offer), and to accept or otherwise participate in such Offer on the same terms as made to all holders of Ordinary Shares. 13.2.2 If the Company fails to give notice as required by clause 13.2.1 (subject at all times to the Company’s obligations under the Takeover Code, the AIM Rules, and all applicable law and any other regulations including the Market Abuse Regulation) then, provided that immediately prior to the date that the Offer is made the offer price under the Offer is greater than the Subscription Price on such date and conditional upon the Offer being declared or becoming unconditional in all respects, the Warrantholder shall be deemed to have automatically exercised its Subscription Rights in respect of all unexercised Warrants on such date at the Subscription Price on a net issuance basis as set out in clause 6.3.2 (Exercise of Subscription Rights). In such circumstances, the Company shall send a notice to the Warrantholder(s) promptly and without delay (such notice being the “Exercise Notice” for the purposes of this clause 13.2.2) upon either a Warrantholder notifying the Company of its failure to give notice as required by clause 13.2.1 or the Company or the Buyer becoming aware of the Company’s failure to give such notice requiring the Warrantholder(s) to provide the Company with the Nominal Value Payment to an account notified by the Company to the Warrantholder, and, if such Warrantholder requires any Warrant Shares to be delivered as ADSs, a duly completed issuance and delivery instruction in respect of such Warrant Shares. Upon receipt of such Nominal Value Payment and Issuance and Delivery Instruction (if applicable), subject to clause 13.3 the Warrant Shares to be issued to the Warrantholder (or to the custodian of the Depositary, if applicable) on a net issuance basis pursuant to clause 6.3.2 (Exercise of Subscription Rights) shall be allotted and issued to the Warrantholder (or the custodian of the Depositary, if applicable) credited as fully paid up in accordance with clause 6.3.2 (Exercise of Subscription Rights) and clause 8.3.1. 13.2.3 Nothing in this clause 13.2 shall oblige the Warrantholder(s) to accept any Offer made hereunder, save to the extent that such Offer, whether by court order or otherwise, shall have become binding on all shareholders and the offer price under such Offer is greater than the Subscription Price, in which case the Warrantholder(s) shall be deemed to have accepted it on the terms set out herein. 13.3 [Not used] 13.4 [Not used] 13.5 For the avoidance of doubt, publication of a compromise or scheme of arrangement under the Companies Act providing for the acquisition by any person of the whole or any part of the issued share capital of the Company shall be deemed to be the making of an Offer for the purposes of this clause 13. 13.6 If, for whatever reason, a Warrantholder fails, refuses or declines to exercise its Subscription Rights within sixty (60) days of an Offer having become unconditional in all respects, the Warrants held by such Warrantor shall automatically lapse and no Warrant Shares shall be issued to the Warrantholder thereunder.6.3.2

Takeovers. 13.1 Subject to clause 13.6, if at any time an offer or invitation is made by the Company to the holders of the Ordinary Shares for the purchase by the Company of any of its Ordinary Shares, the Company shall promptly and without delay give notice thereof to each Warrantholder who shall be entitled, at any time whilst such offer or invitation is open for acceptance, to exercise its Subscription Rights to the extent that such rights have not been exercised or lapsed prior to the record date of such offer or invitation so as to take effect, in so far as is reasonably practicable, as if it had exercised its rights immediately prior to the record date of such offer or invitation. 13.2 Subject to clause 13.6, if at any time an offer is made to all holders of Ordinary Shares (or all holders of Ordinary Shares other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the issued share capital of the Company and the Company becomes aware that as a result of such offer the right to cast a majority of the votes which may ordinarily be cast on a poll at a general meeting of the Company may, if such offer becomes unconditional in all respects, become vested in the offeror and/or such persons or companies (the “Buyer”) as aforesaid (the “Offer”): 13.2.1 The Company shall, subject to compliance with the Takeover Code, give notice to each Warrantholder within ten (10) Business Days of its becoming so aware, and each Warrantholder shall be entitled to exercise its Subscription Rights, conditional upon the Offer being declared unconditional in all respects, within thirty (30) days of such notice having been given by the Company (to the extent that such rights have not lapsed or been exercised prior to the record date of such Offer), and to accept or otherwise participate in such Offer on the same terms as made to all holders of Ordinary Shares. 13.2.2 If the Company fails to give notice as required by clause 13.2.1 (subject at all times to the Company’s obligations under the Takeover Code, the AIM Rules, and all applicable law and any other regulations including the Market Abuse Regulation) then, provided that immediately prior to the date that the Offer is made the offer price under the Offer is greater than the Subscription Price on such date and conditional upon the Offer being declared or becoming unconditional in all respects, the Warrantholder shall be deemed to have automatically exercised its Subscription Rights in respect of all unexercised Warrants on such date at the Subscription Price on a net issuance basis as set out in clause 6.3.2 (Exercise of Subscription Rights). In such circumstances, the Company shall send a notice to the Warrantholder(s) promptly and without delay (such notice being the “Exercise Notice” for the purposes of this clause 13.2.2) upon either a Warrantholder notifying the Company of its failure to give notice as required by clause 13.2.1 or the Company or the Buyer becoming aware of the Company’’s failure to give such notice requiring the Warrantholder(s) to pay the Nominal Value Payment. The Warrantholder shall, within ten (10) Business Days of receipt of the Exercise Notice, provide the Company with the Nominal Value Payment Payment, to an account notified by the Company to the Warrantholder. , and, if such Warrantholder requires any Warrant Shares to be delivered as ADSs, a duly completed issuance and delivery instruction in respect of such Warrant Shares. Upon receipt of such the Nominal Value Payment and Issuance and Delivery Instruction (if applicable), subject to clause 13.3 the Warrant Shares to be issued to the Warrantholder (or to the custodian of the Depositary, if applicable) on a net issuance basis pursuant to clause 6.3.2 (Exercise of Subscription Rights) shall be allotted and issued to the Warrantholder (or the custodian of the Depositary, if applicable) credited as fully paid up in accordance with clause 6.3.2 (Exercise of Subscription Rights) and clause 8.3.1. 8.3.1. 13.2.3 Nothing in this clause 13.2 shall oblige the Warrantholder(s) to accept any Offer made hereunder, save to the extent that such Offer, whether by court order or otherwise, shall have become binding on all shareholders and the offer price under such Offer is greater than the Subscription Price, in which case the Warrantholder(s) shall be deemed to have accepted it on the terms set out herein. 13.3 The Company undertakes to the Warrantholders that in the event of an exercise of Subscription Rights during the course of an Offer (or before the date of an Offer if the Directors of the Company have reason to believe that a bona fide offer might be imminent) it will consult with the Panel on Takeover and Mergers without delay to get confirmation that the issue of shares represents the exercise of the Subscription Rights pursuant to a pre-existing contractual obligation. In the event that the Panel of Takeover and Mergers does not give such confirmation, the Company will undertake without delay to call a general meeting of the Company to approve the issue of shares pursuant to the Subscription Rights. [Not used] 13.4 [Not The Company shall use reasonable endeavours to procure that any Buyer extends the Offer to the Warrantholders in accordance with Rule 15 and Practice Statement 24 of the Takeover Code.[Not used] 13.5 For the avoidance of doubt, publication of a compromise or scheme of arrangement under the Companies Act providing for the acquisition by any person of the whole or any part of the issued share capital of the Company shall be deemed to be the making of an Offer for the purposes of this clause 13. 13.6 If, for whatever reason, a Warrantholder fails, refuses or declines to exercise its Subscription Rights within sixty (60) days of an Offer having become unconditional in all respects, the Warrants held by such Warrantor shall automatically lapse and no Warrant Shares shall be issued to the Warrantholder thereunder.