PROBABILITY PLC: Placing to raise £2.8 million

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES,CANADA, JAPAN, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR AUSTRALIAOR ANY
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS PROHIBITED. 
                            Probability plc                                  
                     Placing to raise £2.8 million                          
Probability plc (AIM: PBTY, "Probability" or "the Company"), the mobile
gambling specialist, announces today that it has conditionally raised £2.8m
(before expenses) through the placing of 4,421,875 new Ordinary Shares (the
"Placing Shares") with both new and existing institutional shareholders at a
price of 64 pence per Ordinary Share. 
The Placing Price is at a discount of 5.2 per cent. to the closing middle
market price of 67.5 pence per Ordinary Share on 28 January 2013, the latest
date prior to this Announcement. 
The Placing Shares will, upon Admission, rank pari passu in all respects with
the Ordinary Shares in issue as at the date of this Announcement, including as
regards the right to receive all dividends or other distributions declared,
made or paid after Admission. The Placing Shares will represent 13.1 per cent.
of the Company's enlarged issued ordinary share capital immediately following
completion of the Placing. 
The net proceeds of the issue of the Placing Shares are expected to be
approximately £2.6m and will primarily enable the Company to pursue further
growth in the Company's B2C business, targeting UK consumers through investing
in additional marketing expenditure. The Placing will also provide the Company
with additional resources to pursue opportunities in its B2B business in the UK
and Italy. 
The full terms and conditions of the Placing are set out in the Appendix to
this announcement. 
Charles Cohen, Chief Executive of Probability, commented: 
"We are delighted to have achieved strong institutional support for this
placing, which was oversubscribed. 
The proceeds will enable us to accelerate marketing investment in our UK B2C
business, and build upon the momentum which we have achieved to date. We will
continue to maintain our disciplined approach to marketing investment, with a
focus on payback period and return on investment. Our B2B business is also
entering an exciting stage in the UK and Italy, and the proceeds will also
provide additional resources to pursue opportunities in this area." 
With our most intense core technology investment behind us, Probability is
uniquely placed to take advantage of the growth in smartphones and mobile
gambling" 
Enquiries: 
Probability plc                                                             
                                                                       
Charles Cohen, CEO                                 Tel: +44(0)20 7092 8801  
                                                                       
Numis Securities Limited                                                    
                                                                       
Richard Thomas, Nominated Adviser                  Tel: +44(0)20 7260 1000  
                                                                       
Alex Ham, Corporate Broker                                                  
                                                                       
Square1 Consulting                                                          
                                                                       
David Bick                                         Tel: +44(0)20 7929 5599  
Background to and reasons for the Placing 
Probability is a mobile gambling specialist which is benefitting from the
increasing penetration of smartphones and the growing number of regulated
markets permitting remote gambling services. Probability develops and owns the
mobile gambling technologies it uses in its business as well as having several
gambling licences under which to operate services. 
The Company offers mobile gambling direct to customers which it recruits
through its own marketing investments. The Company is also developing its B2B
revenues, where it provides its mobile gambling games and platform as a hosted
service to other regulated gambling operators, such as bookmakers and online
casinos. During the year ended 31 March 2012, approximately 70 per cent. of the
Company's net gaming revenues were represented by the Company's B2C business,
with the B2B business representing the remaining 30 per cent. 
 i. B2C business 
Probability provides mobile gambling direct to consumers through its growing
portfolio of proprietary brands, which include "LadyLuck's" and "Moobile". 
The Company invests in marketing spend (e.g. TV, Google mobile, Facebook and
affiliates) to drive B2C revenues and is now achieving a positive return on its
marketing investment in the UK after around five to six months on average. 
Whilst management closely monitors the payback period on marketing investment
and the return achieved from customers recruited by each campaign, these
metrics do fluctuate depending upon the success of individual advertising
campaigns, which can make forecasting in the short and medium term difficult. 
ii. B2B business 


    The B2B business is effected through two models:

 a. Integration: Clients who are themselves regulated gambling operators
    integrate their back office systems with Probability to allow their
    existing customers to play games hosted on Probability's servers; and
     b. White label: Clients who are not regulated gambling operators use their own
    brands and marketing investment to attract players to a "white label"
    mobile gambling service operated by Probability under one of the Company's
    own gambling licenses.


Probability's "Integrated" B2B clients include Paddy Power, William Hill,
Ladbrokes, Rank Group and 888 Holdings and the Company recently launched its
first bespoke slot game for Paddy Power, a B2B client, in Q3 2013 ("40 Shades
of Santa"). 
The Company entered into the Italian mobile gaming market in 2012, when it
acquired the B2B provider Playyoo SA. The Company's wholly owned subsidiary,
Probability (Gibraltar) Limited was subsequently awarded a remote gambling
licence in Italy in November 2012, which enables the Company to offer a white
label service in Italy. Although the Company has only recently entered the
Italian market, the Directors consider that the initial contribution from Italy
is encouraging and the Directors believe that there are opportunities for
further growth once the Company's slot games are approved under regulations
which came into force in December 2012. The first four of the Company's games
submitted for approval received certification from NMi Certin B.V. on 18
December 2012 and the first titles were launched with a Playyoo client
(NeoMobile) on 24 January 2012. 
Use of proceeds 
The proceeds from the Placing will primarily enable the Company to pursue
further growth in its B2C business targeting UK consumers through investing in
additional marketing expenditure. The Placing will also provide the Company
with additional resources to continue to develop its B2B business in the UK and
Italy. 
Current trading 
On 16 January 2013, the Company released a trading update for the period from 1
October 2012 to 31 December 2012 inclusive. The Company reported net gaming
revenue in the quarter of £2.29m, a year-on-year increase of 22.5% (Q3 
FY11/12:
£1.88m). 
The Company also stated that it remains confident of performing in line with
previous guidance for the full year. 
As at 31 December 2012, the Company had net cash and equivalents of £0.7
million. The Company invested approximately £1.1m in B2C marketing in the
period from 1 October 2012 to 31 December 2012 and paid for its ten year
Italian gambling licence (€0.5 million including a €0.2 million bond to the
Italian government). 
Related party transaction 
IPGL Limited ("IPGL"), which has an interest in 4,987,028 Existing Ordinary
Shares (representing an interest of 17.0 per cent. of the existing issued share
capital), has agreed to subscribe for 748,435 Placing Shares at the Placing
Price. Consequently, immediately upon Admission, IPGL will remain interested in
17.0 per cent. of the Enlarged Issued Share Capital. 
By virtue of its current interests in the Company, IPGL is considered to be a
"related party" as defined under the AIM Rules and accordingly its
participation in the Placing constitutes a related party transaction for the
purposes of Rule 13 of the AIM Rules. 
The Directors (apart from Matthew Wreford who is not regarded as independent
due to being IPGL's representative on the Board), having consulted with the
Company's nominated adviser, Numis, consider that the terms on which IPGL is
participating in the Placing to be fair and reasonable insofar as Shareholders
are concerned. 
The Placing 
Pursuant to the terms of the Placing Agreement, Numis has conditionally agreed
to use its reasonable endeavours, as agent for the Company, to procure placees
to subscribe for the Placing Shares at the Placing Price. The Placing Agreement
is conditional upon, inter alia, the Resolutions being duly passed at the
General Meeting and Admission becoming effective on or before 8.00 a.m. on 22
February 2013 (or such later time and/or date as the Company and Numis may
agree, but in any event by no later than 8.00 a.m. on 8 March 2013). 
The Placing Agreement contains certain customary warranties, undertakings and
indemnities from the Company in favour of Numis. Numis has the right to
terminate the Placing Agreement in certain circumstances prior to Admission
including, in particular, in the event of a breach of the warranties. To the
extent that placees are not procured for all of the Placing Shares, Numis has
agreed itself to subscribe for such shares at the Placing Price. 
Conditional on Admission, the Company has agreed to pay certain commissions to
Numis in connection with the Placing. The Company will also meet certain costs
and expenses relating to the Placing, including VAT where appropriate. 
Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that Admission will occur on 22
February 2013. 
The Placing Shares will, when issued, rank pari passu in all respects with the
Existing Ordinary Shares including the right to receive dividends and other
distributions declared following Admission. 
VCT and EIS Investments 
The Company has applied for confirmation from the HM Revenue & Customs that the
Company qualifies as a qualifying company for the purpose of the legislation
relating to VCT and EIS investments. Neither the Company nor the Directors give
any warranties or undertakings that VCT or EIS qualifying status will be
available or that, if given, such relief or status will not be withdrawn.
Should the law regarding VCT and EIS investments change then any reliefs or
qualifying status previously obtained may be lost. 
Whilst the Company cannot guarantee to conduct its activities in a way to allow
it to maintain its status as a qualifying VCT and EIS investment, the Directors
intend, so far as possible, to do so. Circumstances may arise where the
directors of the Company believe that the interests of the Company are not best
served by acting in a way that preserves VCT and EIS qualifying status. In such
circumstances, the Company cannot undertake to conduct its activities in a way
designed to secure or preserve any such relief or status claimed by any
Shareholder. 
The funds raised from the investment by a VCT and EIS investor must be employed
in a qualifying trade within two years of investment. 
Shareholder Approval and recommendation 
The Placing is conditional, inter alia, upon the Company obtaining approval
from its Shareholders to grant the directors of the Company authority to allot
the Placing Shares and to disapply statutory pre-emption rights which would
otherwise apply to the allotment of the Placing Shares. Accordingly, the
General Meeting is being convened for the purpose of considering the
Resolutions which will give the directors of the Company the necessary
authorities to allot the Placing Shares. 
The Directors consider the Placing to be in the best interests of the Company
and its Shareholders as a whole and accordingly unanimously recommend
Shareholders to vote in favour of the Resolutions to be proposed at the General
Meeting as they intend to do in respect of their beneficial holdings amounting,
in aggregate, to 3,839,691 Ordinary Shares, representing approximately 13.1 per
cent. of the existing issued share capital of the Company. 
A circular will be posted to Shareholders later today, providing details of the
Placing and incorporating a Notice of General Meeting. The General Meeting will
be held on 21 February 2013 at the offices of the Company at 5th Floor,
Petersham House, 57A Hatton Garden, London EC1N 8JG at 10.00 a.m. 
The Company will also make copies of the Circular (including the notice of
general meeting) available on its website at www.probability.com. 
                              DEFINITIONS                                   
The following definitions apply throughout this Announcement (including the
Appendix), unless the context requires otherwise: 
"Act"                  the Companies Act 2006 (as amended);                   
                                                                         
"Admission"            the admission of the Placing Shares to trading on AIM  


                       becoming effective in accordance with Rule 6 of the   
                       AIM Rules;                                            


                                                                         
"AIM"                  the market of that name operated by the London Stock   
                   Exchange;                                              
                                                                         
"AIM Rules"            the AIM Rules for Companies published by the London    
                   Stock Exchange from time to time;                      
                                                                         
"certificated form" or an ordinary share recorded on a company's share       
"in certificated form" register as being held in certificated form (namely,   
                   not in CREST);                                         
                                                                         
"Circular "            the Company's circular to be sent to Shareholders      


                       containing further details of the Placing and the     
                       notice of EGM;                                        


                                                                         
"Company" or           Probability plc;                                      
"Probability"                                                                 
                                                                         
"CREST"                the relevant system (as defined in the Uncertificated  


                       Securities Regulations 2001, as amended) for the      
                       paperless settlement of trades and the holding of     
                       uncertificated securities, operated by Euroclear UK & 
                       Ireland Limited;                                      


                                                                         
"Dealing Day"          a day on which the London Stock Exchange is open for   
                   business in London;                                    
                                                                         
"Directors" or "Board" the directors of the Company, as at the date of this   
                   announcement, whose names are set out in the Circular; 
                                                                         
"EIS"                  Enterprise Investment Scheme;                          
                                                                         
"Enlarged Issued Share the issued share capital of the Company immediately   
Capital"               following Admission including the Placing Shares but   


                       assuming that no options granted by the Company are   
                       exercised;                                            


                                                                         
"Existing Ordinary     the 29,344,170 Ordinary Shares in issue at the date of
Shares"                this announcement all of which are admitted to trading 
                   on AIM;                                                
                                                                         
"Form of Proxy"        the form of proxy for use in connection with the       
                   General Meeting which accompanies the Circular;        
                                                                         
"FSA"                  the Financial Services Authority of the United Kingdom 


                       acting in its capacity as the competent authority for 
                       the purposes of Part IV of FSMA;                      


                                                                         
"FSMA"                 the Financial Services and Markets Act 2000 (as        
                   amended);                                              
                                                                         
"General Meeting"      the general meeting of the Company to be held at the   


                       offices of the Company at 5th Floor, Petersham House, 
                       57A Hatton Garden, London EC1N 8JG at 10.00 a.m. on 21
                       February 2013, and any adjournment thereof;           


                                                                         
"Group"                the Company, its subsidiaries and its subsidiary       
                   undertakings;                                          
                                                                         
"London Stock          London Stock Exchange plc;                            
Exchange"                                                                     
                                                                         
"Notice of General     the notice convening the General Meeting, which is set
Meeting"               out in the Circular;                                   
                                                                         
"Numis"                Numis Securities Limited, the Company's nominated      
                   adviser and broker;                                    
                                                                         
"Ordinary Shares"      ordinary shares of 1 penny each in the capital of the  
                   Company;                                               
                                                                         
"Placees"              persons who agree conditionally to subscribe for       
                   Placing Shares under the Placing;                      
                                                                         
"Placing"              the conditional placing of the Placing Shares by       


                       Numis, as agent on behalf of the Company, pursuant to 
                       the terms of the Placing Agreement, further details of
                       which are set out in this announcement;               


                                                                         
"Placing Agreement"    the conditional agreement dated 29 January 2013 and    


                       made between Numis and the Company in relation to the 
                       Placing, further details of which are set out in the  
                       Circular;                                             


                                                                         
"Placing Price"        64 pence per Placing Share;                            
                                                                         
"Placing Proceeds"     the gross aggregate value at the Placing Price of the  
                   Placing Shares;                                        
                                                                         
"Placing Shares"       the 4,421,875 new Ordinary Shares to be issued         
                   pursuant to the Placing;                               
                                                                         
"Prospectus Directive" the Directive of the European Parliament and of the    
                   Council of the European Union 2003/71/EC;              
                                                                         
"Resolutions"          the resolutions set out in the Notice of General       
                   Meeting;                                               
                                                                         
"Securities Act"       the US Securities Act of 1933 (as amended);            
                                                                         
"Shareholders"         holders of Existing Ordinary Shares;                   
                                                                         
"UK"                   the United Kingdom of Great Britain and Northern       
                   Ireland;                                               
                                                                         
"US" or "United        the United States of America, each State thereof, its 
States"                territories and possessions (including the District of 


                       Columbia) and all other areas subject to its          
                       jurisdiction;                                         


                                                                         
"uncertificated" or    an ordinary share recorded on a company's share       
"in uncertificated     register as being held in uncertificated form in CREST
form"                  and title to which, by virtue of the Uncertificated    


                       Securities Regulations 2001, as amended, may be       
                       transferred by means of CREST; and                    


                                                                         
"VCT"                  Venture Capital Trusts.                                
Important information 
This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to subscribe for or a solicitation of an offer
to buy or subscribe for any securities in any jurisdiction including in which
such an offer or solicitation is prohibited and is not for distribution in or
into, without limitation, the United States, Canada, Australia or Japan (the
"Excluded Territories"), or to US persons (within the meaning of Regulation S
of the United States Securities Act 1933 (as amended)) (the "Securities Act"). 
The Placing Shares have not been and will not be registered under the
Securities Act or under the applicable securities laws of any state in the
United States or any Excluded Territory and, unless an exemption under such act
or laws is available may not be offered for sale or subscription or sold or
subscribed directly or indirectly within the Excluded Territories or for the
account or benefit of any national, resident or citizen of the Excluded
Territories. No public offering of securities will be made in the United
States. The distribution of this Announcement in other jurisdictions may be
restricted by law and therefore persons into whose possession this Announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. 
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Probability and for no one else
in connection with the Placing and will not be responsible to anyone other than
Probability for providing the protections afforded to clients of Numis nor for
providing advice in relation to the Placing or any other matters referred to in
this Announcement. 
The contents of this Announcement are not to be construed as legal, financial
or tax advice. If necessary, each recipient of this Announcement should consult
his, her or its own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice. 
This Announcement contains certain statements that are or may be
"forward-looking statements". These statements typically contain words such as
"intends", "expects", "anticipates", "estimates" and words of similar import.
All the statements other than statements of historical facts included in this
Announcement, including, without limitation, those regarding Probability's
financial position, business strategy, plans and objectives of management for
future operations (including development plans and objectives relating to
Probability's products and services) are forward-looking statements. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future and
therefore undue reliance should not be placed on such forward-looking
statements. There are a number of factors that could cause the actual results,
performance or achievements of Probability to be materially different from
future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding Probability's present and future business
strategies and the environment in which Probability will operate in the future
and such assumptions may or may not prove to be correct. Forward-looking
statements speak only as at the date they are made. Neither Probability, nor
Numis nor any other person undertakes any obligation (other than, in the case
of Probability, pursuant to the AIM Rules for Companies) to update publicly any
of the information contained in this Announcement, including any
forward-looking statements, in the light of new information, change in
circumstances or future events. 


                 APPENDIX: TERMS AND CONDITIONS OF THE PLACING                 

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED
INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO
(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)
(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY
OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND,
IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT
BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. The price of shares in the
Company and the income from them (if any) may go down as well as up and
investors may not get back the full amount invested on disposal of shares.

Persons who are invited to and who choose to participate in the Placing, by
making (or on whose behalf there is made) an oral or written offer to subscribe
for Placing Shares (the "Placees"), will be deemed to have read and understood
this Announcement, including this Appendix, in its entirety and to be making
such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
this Appendix. In particular, each such Placee represents, warrants and
acknowledges that:

 i. it is a Relevant Person (as defined above) and undertakes that it will
    acquire, hold, manage or dispose of any Placing Shares that are allocated
    to it for the purposes of its business;
    ii. in the case of any Placing Shares acquired by it as a financial
    intermediary, as that term is used in Article 3(2) of the Prospectus
    Directive, (i) the Placing Shares acquired by it in the Placing have not
    been acquired on behalf of, nor have they been acquired with a view to
    their offer or resale to, persons in any Member State of the European
    Economic Area which has implemented the Prospectus Directive other than
    Qualified Investors or in circumstances in which the prior consent of Numis
    has been given to the offer or resale; or (ii) where Placing Shares have
    been acquired by it on behalf of persons in any member state of the EEA
    other than Qualified Investors, the offer of those Placing Shares to it is
    not treated under the Prospectus Directive as having been made to such
    persons; and
    iii. (a) (i) it is not in the United States and (ii) it is not acting for the
    account or benefit of a person in the United States, (b) it is a dealer or
    other professional fiduciary in the United States acting on a discretionary
    basis for a non-US person (other than an estate or trust) in reliance on
    Regulation S under the Securities Act; or (c) it is otherwise acquiring the
    Placing Shares in an "offshore transaction" meeting the requirements of
    Regulation S under the Securities Act.


The Company and Numis will rely upon the truth and accuracy of the foregoing
representations, acknowledgements and agreements. 
This Announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer to
buy or subscribe for Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. This Announcement and the information
contained herein is not for publication or distribution, directly or
indirectly, to persons in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any other jurisdiction in which such publication
or distribution is unlawful. Persons into whose possession this Announcement
may come are required by the Company to inform themselves about and to observe
any restrictions of transfer of this Announcement. No public offer of
securities of the Company is being made in the United Kingdom, the United
States or elsewhere. 
In particular, the Placing Shares referred to in this Announcement have not
been and will not be registered under the Securities Act or any laws of, or
with any securities regulatory authority of, any state or other jurisdiction of
the United States, and may not be offered, sold, pledged or otherwise
transferred within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any state or other jurisdiction of
the United States. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities Act. 
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; 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 Australia, Canada, Japan
or the Republic of South Africa. 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
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom. 
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or the
Announcement of which it forms part should seek appropriate advice before
taking any action. 
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for Placing Shares has been given. 
Details of the Placing 
Numis has entered into a Placing Agreement with the Company under which Numis
has, on the terms and subject to the conditions set out therein, undertaken to
use its reasonable endeavours to procure, as agent for the Company, subscribers
for the Placing Shares. To the extent it does not procure subscribers for the
total number of the Placing Shares at the Placing Price, Numis has agreed
pursuant to the Placing Agreement itself to subscribe as principal for those
Placing Shares at the Placing Price. 
The Placing is conditional upon, amongst other things, the Resolutions being
passed by the requisite majority. 
A circular explaining the background to and reasons for the Placing, and
containing the Notice of General Meeting is being sent to shareholders today. A
copy of the circular and the Notice of General Meeting will also be available
from the Company's website at www.probability.com. 
The Placing is also conditional upon Admission becoming effective and the
Placing Agreement not being terminated. 
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued Ordinary Shares, including
the right to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of the Ordinary Shares after the date of issue of
the Placing Shares. 
The Company, subject to certain exceptions, has agreed not to allot, issue or
grant any rights in respect of its Ordinary Shares in the period of 180 days
from the date of Admission without Numis' prior consent, such consent not to be
unreasonably withheld or delayed. 
Application for admission to trading 
Application will be made to the London Stock Exchange for Admission. Subject
to, amongst other things, the Resolutions being passed by the requisite
majority at the General Meeting, it is expected that settlement of any such
shares and Admission will become effective on or around 22 February 2013 and
that dealings in the Placing Shares will commence at that time. 
Participation in, and principal terms of, the Placing 
 i. Numis (whether through itself or any of its affiliates) is arranging the 


    Placing as placing agent of the Company for the purpose of using reasonable
    endeavours to procure Placees at the Placing Price for the Placing Shares.
    iv. Participation in the Placing will only be available to persons who may
    lawfully be, and are, invited to participate by Numis. Numis and its
    affiliates may participate in the Placing as principal.
     v. This Appendix gives details of the terms and conditions of, and the
    mechanics of participation in, the Placing. No commissions will be paid to
    Placees or by Placees in respect of any Placing Shares.
    vi. The placing price will be a fixed price of 64 pence per new Ordinary Share.
    vii. Each Placee's allocation will be confirmed to Placees orally by Numis, and
    a trade confirmation or contract note will be dispatched as soon as
    possible thereafter. The oral confirmation to such Placee will constitute
    an irrevocable legally binding commitment upon such person (who will at
    that point become a Placee) in favour of Numis and the Company, under which
    it agrees to acquire the number of Placing Shares allocated to it at the
    Placing Price on the terms and conditions set out in this Appendix and in
    accordance with the Company's Articles of Association.
    viii. Except as required by law or regulation, no press release or other
    announcement will be made by Numis or the Company using the name of any
    Placee (or its agent), in its capacity as Placee (or agent), other than
    with such Placee's prior written consent.
    ix. Irrespective of the time at which a Placee's allocation pursuant to the
    Placing is confirmed, settlement for all Placing Shares to be acquired
    pursuant to the Placing will be required to be made at the same time, on
    the basis explained below under "Registration and Settlement".
     x. All obligations under the Placing will be subject to fulfilment or (where
    applicable) waiver of, amongst other things, the conditions referred to
    below under "Conditions of the Placing" and to the Placing not being
    terminated on the basis referred to below under "Right to terminate under
    the Placing Agreement".
    xi. By participating in the Placing, each Placee will agree that its rights and
    obligations in respect of the Placing will terminate only in the
    circumstances described below and will not be capable of rescission or
    termination by the Placee.
    xii. To the fullest extent permissible by law, none of the Company, Numis or
    any of their respective affiliates shall have any liability to Placees (or
    to any other person whether acting on behalf of a Placee or otherwise). In
    particular, none of the Company, Numis or any of their respective
    affiliates shall have any liability (including to the fullest extent
    permissible by law, any fiduciary duties) in respect of Numis' conduct of
    the Placing. Each Placee acknowledges and agrees that the Company is
    responsible for the allotment of the Placing Shares to the Placees and
    Numis shall have no liability to the Placees for the failure of the Company
    to fulfil those obligations.
    Conditions of the Placing

Numis' obligations under the Placing Agreement in respect of the Placing Shares
are conditional on, inter alia:

(a) the warranties contained in the Placing Agreement being true, accurate and
not misleading as at the date of the Placing Agreement and at all times before
Admission as though they had been given and made on such dates (by reference to
the facts and circumstances existing at such dates);

(b) the Company allotting, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement;

(c) Admission taking place not later than 8.00 a.m on 22 February 2013 or such
later date as the Company and Numis may otherwise agree not being later than
8.00 a.m. on 8 March 2013 (the "Final Date");

(d) there having been no Material Adverse Change (as defined in the Placing
Agreement) prior to Admission;

(e) the Placing Agreement not having been terminated prior to Admission; and

(f) the passing (without material amendment) of the Resolutions at the General
Meeting.

If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Numis by the respective time
or date where specified (or such later time or date as the Company and Numis
may agree not being later than 8.00 a.m. on 8 March 2013), or (ii) the Placing
Agreement is terminated as described below, the Placing in relation to the
Placing Shares will lapse and the Placee's rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof.

Numis may, at its discretion and upon such terms as it thinks fit, waive, or
extend the period (up to the Final Date) for, compliance by the Company with
the whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement, save that the condition relating to
Admission taking place may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.

Neither Numis nor the Company shall have any liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or in respect of
the Placing generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Numis.

Right to terminate under the Placing Agreement

Numis is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances, including,
inter alia, a breach of the warranties given to Numis in the Placing Agreement,
the failure of the Company to comply with obligations under the Placing
Agreement or, the occurrence of a force majeure event which, in the good faith
opinion of Numis, make it impracticable or inadvisable to market the Placing
Shares or to enforce contracts for the subscription of the Placing Shares.
Following Admission, the Placing Agreement is not capable of termination to the
extent that it relates to the Placing of the Placing Shares.

The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and will not be subject
to termination by the Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that the exercise
by Numis of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Numis, and that it need
not make any reference to Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against Numis, the Company or any of
their respective directors or employees under the Placing Agreement pursuant to
the Contracts (Rights of Third Parties) Act 1999 (as amended).

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require an
admission document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or prospectus has been
or will be submitted to be approved by the FSA or submitted to the London Stock
Exchange in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the Announcement (including
this Appendix) and the Exchange Information (as defined further below). Each
Placee, by accepting a participation in the Placing, agrees that the content of
this Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information (other than
the Exchange Information), representation, warranty, or statement made by or on
behalf of the Company or Numis or any other person and neither Numis nor the
Company nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or statement must not
be relied upon as having been authorised by Numis, the Company, or their
respective officers, directors, employees or agents. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. Neither the Company, nor Numis are making any undertaking or warranty
to any Placee regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to be legal,
tax or business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and financial advice
regarding an investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B16KQ132) following
Admission will take place within CREST provided that, subject to certain
exceptions, Numis reserves the right to require settlement for, and delivery
of, the Placing Shares (or a portion thereof) to Placees by such other means
that it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in any Placee's
jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note, in accordance with the standing arrangements in
place with Numis, stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to Numis and settlement
instructions. Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either the standing
CREST or certificated settlement instructions that it has in place with Numis.

It is expected that settlement will be on 22 February 2013 on a T+3 basis in
accordance with the instructions set out in the trade confirmation or contract
note.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by Numis.

Each Placee is deemed to agree that, if it does not comply with these
obligations, Numis may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Numis' account
and benefit (as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Numis on demand for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or stamp
duty reserve tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee confers
on Numis all such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which Numis lawfully takes in
pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be entitled
to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and Numis:

 i. represents and warrants that it has read and understood the Announcement,
    including this Appendix, in its entirety and that its subscription of
    Placing Shares is subject to and based upon all the terms, conditions,
    representations, warranties, acknowledgements, agreements and undertakings
    and other information contained herein and undertakes not to redistribute
    or duplicate this Announcement;
    ii. acknowledges that no offering document, admission document or prospectus
    has been prepared in connection with the Placing and represents and
    warrants that it has not received and will not receive a prospectus,
    admission document or other offering document in connection therewith;
    iii. acknowledges that the Ordinary Shares are admitted to trading on AIM, and
    the Company is therefore required to publish certain business and financial
    information in accordance with the AIM Rules for Companies (collectively
    "Exchange Information"), which includes the Company's most recent balance
    sheet and profit and loss account and the Company's announcements and
    circulars published in the past 12 months and that it is able to obtain or
    access such information without undue difficulty;
    iv. acknowledges that none of Numis, the Company, any of their respective
    affiliates or any person acting on behalf of any of them has provided it,
    and will not provide it, with any material regarding the Placing Shares or
    the Company other than this Announcement; nor has it requested any of
    Numis, the Company, their respective affiliates or any person acting on
    behalf of any of them to provide it with any such information;
     v. acknowledges that the content of this Announcement is exclusively the
    responsibility of the Company, and that none of Numis, its affiliates or
    any person acting on its or their behalf has or shall have any liability
    for any information, representation or statement contained in this
    Announcement or any information previously or concurrently published by or
    on behalf of the Company, and will not be liable for any Placee's decision
    to participate in the Placing based on any information, representation or
    statement contained in this Announcement or otherwise. Each Placee further
    represents, warrants and agrees that the only information on which it is
    entitled to rely and on which such Placee has relied in committing itself
    to acquire the Placing Shares is contained in this Announcement and any
    Exchange Information, such information being all that it deems necessary to
    make an investment decision in respect of the Placing Shares and that it
    has neither received nor relied on any other information given or
    representations, warranties or statements made by Numis, the Company or any
    of their respective directors, officers or employees or any person acting
    on behalf of any of them, or, if received, it has not relied upon any such
    information, representations, warranties or statements (including any
    management presentation that may have been received by any prospective
    Placee or any material prepared by the Research Department of Numis (the
    views of such Research Department not representing and being independent
    from those of the Company and the Corporate Finance Department of Numis and
    not being attributable to the same)), and neither Numis nor the Company
    will be liable for any Placee's decision to accept an invitation to
    participate in the Placing based on any other information, representation,
    warranty or statement. Each Placee further acknowledges and agrees that it
    may not place the same degree of reliance as it may otherwise place on a
    prospectus or admission document. Each Placee further acknowledges and
    agrees that it has relied solely on its own investigation of the business,
    financial or other position of the Company in deciding to participate in
    the Placing and it will not rely on any investigation that Numis, its
    affiliates or any other person acting on its or their behalf has or may
    have conducted;
    vi. represents and warrants that it has neither received nor relied on any
    confidential price sensitive information concerning the Company in
    accepting this invitation to participate in the Placing;
    vii. acknowledges that Numis does not have any duties or responsibilities to
    it, or its clients, similar or comparable to the duties of "best execution"
    and "suitability" imposed by the Conduct of Business Sourcebook in the
    FSA's Handbook of Rules and Guidance and that Numis is not acting for it or
    its clients and that Numis will not be responsible for providing
    protections to it or its clients;
    viii. acknowledges that none of Numis, any of its affiliates or any person
    acting on behalf of it or them has or shall have any liability for the
    Exchange Information, any publicly available or filed information or any
    representation relating to the Company, provided that nothing in this
    paragraph excludes the liability of any person for fraudulent
    misrepresentation made by that person;
    ix. that, save in the event of fraud on the part of Numis (and to the extent
    permitted by the Rules of the FSA), neither Numis, its ultimate holding
    company nor any direct or indirect subsidiary undertakings of that holding
    company, nor any of their respective directors and employees shall be
    liable to Placees for any matter arising out of Numis' role as placing
    agent or otherwise in connection with the Placing and that where any such
    liability nevertheless arises as a matter of law Placees will immediately
    waive any claim against any of such persons which you may have in respect
    thereof;
     x. represents and warrants that (i) it is not in the United States and (ii) it
    is not acting for the account or benefit of a person in the United States;
    xi. acknowledges that the Placing Shares are being offered and sold only
    pursuant to Regulation S under the Securities Act in a transaction not
    involving a public offering of securities in the United States and the
    Placing Shares have not been and will not be registered under the
    Securities Act or with any state or other jurisdiction of the United
    States, nor approved or disapproved by the US Securities and Exchange
    Commission, any state securities commission in the United States or any
    other United States regulatory authority, and that the offer and sale of
    the Placing Shares to it has been made outside of the United States in an
    'offshore transaction' (as such term is defined in Regulation S under the
    Securities Act) and agrees not to reoffer, resell, pledge or otherwise
    transfer the Placing Shares except pursuant to an exemption from, or in a
    transaction not subject to, the registration requirements of the Securities
    Act and otherwise in accordance with any applicable securities laws of any
    state or jurisdiction of the United States;
    xii. unless otherwise specifically agreed in writing with Numis, represents and
    warrants that neither it nor the beneficial owner of such Placing Shares
    will be a resident of Australia, Canada, Japan or the Republic of South
    Africa;
    xiii. acknowledges that the Placing Shares have not been and will not be
    registered under the securities legislation of Australia, Canada, Japan or
    the Republic of South Africa and, subject to certain exceptions, may not be
    offered, sold, taken up, renounced or delivered or transferred, directly or
    indirectly, within those jurisdictions;
    xiv. represents and warrants that the issue to it, or the person specified by
    it for registration as holder, of Placing Shares will not give rise to a
    liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986
    (depositary receipts and clearance services) and that the Placing Shares
    are not being acquired in connection with arrangements to issue depositary
    receipts or to transfer Placing Shares into a clearance system;
    xv. represents and warrants that: (i) it has complied with its obligations
    under the Criminal Justice Act 1993 and Part VIII of FSMA; (ii) in
    connection with money laundering and terrorist financing, it has complied
    with its obligations under the Proceeds of Crime Act 2002 (as amended), the
    Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money
    Laundering Regulations 2007; and (iii) it is not a person: (a) with whom
    transactions are prohibited under the Foreign Corrupt Practices Act of 1977
    or any economic sanction programmes administered by, or regulations
    promulgated by, the Office of Foreign Assets Control of the U.S. Department
    of the Treasury; (b) named on the Consolidated List of Financial Sanctions
    Targets maintained by HM Treasury of the United Kingdom; or (c) subject to
    financial sanctions imposed pursuant to a regulation of the European Union
    or a regulation adopted by the United Nations (together, the
    "Regulations"); and, if making payment on behalf of a third party, that
    satisfactory evidence has been obtained and recorded by it to verify the
    identity of the third party as required by the Regulations and, if making
    payment on behalf of a third party, that satisfactory evidence has been
    obtained and recorded by it to verify the identity of the third party as
    required by the Regulations and has obtained all governmental and other
    consents (if any) which may be required for the purpose of, or as a
    consequence of, such purchase, and it will provide promptly to Numis such
    evidence, if any, as to the identity or location or legal status of any
    person which Numis may request from it in connection with the Placing (for
    the purpose of complying with such Regulations or ascertaining the
    nationality of any person or the jurisdiction(s) to which any person is
    subject or otherwise) in the form and manner requested by Numis on the
    basis that any failure by it to do so may result in the number of Placing
    Shares that are to be purchased by it or at its direction pursuant to the
    Placing being reduced to such number, or to nil, as Numis may decide at its
    sole discretion;
    xvi. if a financial intermediary, as that term is used in Article 3(2) of the
    Prospectus Directive, represents and warrants that the Placing Shares
    purchased by it in the Placing will not be acquired on a non-discretionary
    basis on behalf of, nor will they be acquired with a view to their offer or
    resale to, persons in a Member State of the European Economic Area which
    has implemented the Prospectus Directive other than Qualified Investors, or
    in circumstances in which the prior consent of Numis has been given to the
    offer or resale;
    xvii. represents and warrants that it has not offered or sold and will not
    offer or sell any Placing Shares to persons in the European Economic Area
    prior to Admission except to persons whose ordinary activities involve them
    in acquiring, holding, managing or disposing of investments (as principal
    or agent) for the purposes of their business or otherwise in circumstances
    which have not resulted in and which will not result in an offer to the
    public in any member state of the European Economic Area within the meaning
    of the Prospectus Directive (including any relevant implementing measure in
    any member state);
    xviii. represents and warrants that it has only communicated or caused to be
    communicated and will only communicate or cause to be communicated any
    invitation or inducement to engage in investment activity (within the
    meaning of section 21 of the FSMA) relating to the Placing Shares in
    circumstances in which section 21(1) of the FSMA does not require approval
    of the communication by an authorised person;
    xix. represents and warrants that it has complied and will comply with all
    applicable provisions of the FSMA with respect to anything done by it in
    relation to the Placing Shares in, from or otherwise involving, the United
    Kingdom;
    xx. if in a Member State of the European Economic Area, unless otherwise
    specifically agreed with Numis in writing, represents and warrants that it
    is a Qualified Investor within the meaning of the Prospectus Directive;
    xxi. if in the United Kingdom, represents and warrants that it is a person (i)
    who has professional experience in matters relating to investments falling
    within Article 19(1) of the Financial Services and Markets Act 2000
    (Financial Promotion) Order 2005 (the "Order"); (ii) falling within Article
    49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations,
    etc") of the Order; or (iii) to whom this Announcement may otherwise be
    lawfully communicated;
    xxii. represents and warrants that it and any person acting on its behalf is
    entitled to acquire the Placing Shares under the laws of all relevant
    jurisdictions and that it has all necessary capacity and has obtained all
    necessary consents and authorities and taken any other necessary actions to
    enable it to commit to this participation in the Placing and to perform its
    obligations in relation thereto (including, without limitation, in the case
    of any person on whose behalf it is acting, all necessary consents and
    authorities to agree to the terms set out or referred to in this
    Announcement) and will honour such obligations;
    xxiii. where it is acquiring Placing Shares for one or more managed accounts,
    represents and warrants that it is authorised in writing by each managed
    account: (a) to acquire the Placing Shares for each managed account; (b) to
    make on its behalf the representations, warranties, acknowledgements,
    undertakings and agreements in this Appendix and the Announcement of which
    it forms part; and (c) to receive on its behalf any investment letter
    relating to the Placing in the form provided to it by Numis;
    xxiv. undertakes that it (and any person acting on its behalf) will make
    payment for the Placing Shares allocated to it in accordance with this
    Announcement on the due time and date set out herein, failing which the
    relevant Placing Shares may be placed with other subscribers or sold as
    Numis may in its sole discretion determine and without liability to such
    Placee and it will remain liable and will indemnify Numis on demand for any
    shortfall below the net proceeds of such sale and the placing proceeds of
    such Placing Shares and may be required to bear the liability for any stamp
    duty or stamp duty reserve tax or security transfer tax (together with any
    interest or penalties due pursuant to or referred to in these terms and
    conditions) which may arise upon the placing or sale of such Placee's
    Placing Shares on its behalf;
    xxv. acknowledges that none of Numis, any of its affiliates, or any person
    acting on behalf of any of them, is making any recommendations to it,
    advising it regarding the suitability of any transactions it may enter into
    in connection with the Placing and that participation in the Placing is on
    the basis that it is not and will not be treated for these purposes as a
    client of Numis and that Numis has no duties or responsibilities to it for
    providing the protections afforded to their respective clients or customers
    or for providing advice in relation to the Placing nor in respect of any
    representations, warranties, undertakings or indemnities contained in the
    Placing Agreement nor for the exercise or performance of any of their
    rights and obligations thereunder including any rights to waive or vary any
    conditions or exercise any termination right;
    xxvi. undertakes that the person whom it specifies for registration as holder
    of the Placing Shares will be (i) itself or (ii) its nominee, as the case
    may be. Neither Numis nor the Company will be responsible for any liability
    to stamp duty or stamp duty reserve tax resulting from a failure to observe
    this requirement. Each Placee and any person acting on behalf of such
    Placee agrees to participate in the Placing and it agrees to indemnify the
    Company and Numis in respect of the same on the basis that the Placing
    Shares will be allotted to the CREST stock account of Numis who will hold
    them as nominee on behalf of such Placee until settlement in accordance
    with its standing settlement instructions;
    xxvii. acknowledges that these terms and conditions and any agreements entered
    into by it pursuant to these terms and conditions and any non-contractual
    obligations arising out of or in connection with such agreement shall be
    governed by and construed in accordance with the laws of England and Wales
    and it submits (on behalf of itself and on behalf of any person on whose
    behalf it is acting) to the exclusive jurisdiction of the English courts as
    regards any claim, dispute or matter (including non-contractual matters)
    arising out of any such contract, except that enforcement proceedings in
    respect of the obligation to make payment for the Placing Shares (together
    with any interest chargeable thereon) may be taken by the Company or Numis
    in any jurisdiction in which the relevant Placee is incorporated or in
    which any of its securities have a quotation on a recognised stock
    exchange;
    xxviii. acknowledges that time shall be of the essence as regards to
    obligations pursuant to this Appendix;
    xxix. agrees that the Company, Numis and their respective affiliates and others
    will rely upon the truth and accuracy of the foregoing representations,
    warranties, acknowledgements and undertakings which are given to Numis on
    its own behalf and on behalf of the Company and are irrevocable and are
    irrevocably authorised to produce this Announcement or a copy thereof to
    any interested party in any administrative or legal proceeding or official
    inquiry with respect to the matters covered hereby;
    xxx. agrees to indemnify on an after-tax basis and hold the Company, Numis and
    their respective affiliates harmless from any and all costs, claims,
    liabilities and expenses (including legal fees and expenses) arising out of
    or in connection with any breach of the representations, warranties,
    acknowledgements, agreements and undertakings in this Appendix and further
    agrees that the provisions of this Appendix shall survive after completion
    of the Placing;
    xxxi. acknowledges that no action has been or will be taken by any of the
    Company, Numis or any person acting on behalf of the Company or Numis that
    would, or is intended to, permit a public offer of the Placing Shares in
    any country or jurisdiction where any such action for that purpose is
    required;
    xxxii. acknowledges that it is an institution that has knowledge and experience
    in financial, business and international investment matters as is required
    to evaluate the merits and risks of subscribing for the Placing Shares. It
    further acknowledges that it is experienced in investing in securities of
    this nature and in this sector and is aware that it may be required to
    bear, and it, and any accounts for which it may be acting, are able to
    bear, the economic risk of, and is able to sustain, a complete loss in
    connection with the Placing. It has relied upon its own examination and due
    diligence of the Company and its associates taken as a whole, and the terms
    of the Placing, including the merits and risks involved;
    xxxiii. acknowledges that its commitment to subscribe for Placing Shares on the
    terms set out herein and in the trade confirmation or contract note will
    continue notwithstanding any amendment that may in future be made to the
    terms of the Placing and that Placees will have no right to be consulted or
    require that their consent be obtained with respect to the Company's
    conduct of the Placing;
    xxxiv. acknowledges that Numis or any of its affiliates acting as an investor
    for its own account may take up shares in the Company and in that capacity
    may retain, purchase or sell for its own account such shares and may offer
    or sell such shares other than in connection with the Placing;
    xxxv. represents and warrants that, if it is a pension fund or investment
    company, its purchase of Placing Shares is in full compliance with all
    applicable laws and regulation;
    xxxvi. to the fullest extent permitted by law, it acknowledges and agrees to
    the disclaimers contained in the Announcement including this Appendix.


The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Numis and the Company and are irrevocable and shall
not be capable of termination in any circumstances. 
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Numis will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis in the event that any of the Company and/or
Numis has incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and notify
Numis accordingly. 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the subscription
by them of any Placing Shares or the agreement by them to subscribe for any
Placing Shares. 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Numis does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement. 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Numis or any of its affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares. 
When a Placee or person acting on behalf of the Placee is dealing with Numis,
any money held in an account with Numis on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FSA made under the FSMA.
The Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will not be
segregated from Numis' money in accordance with the client money rules and will
be used by Numis in the course of its own business and the Placee will rank
only as a general creditor of Numis. 
All times and dates in this Announcement may be subject to amendment. Numis
shall notify the Placees and any person acting on behalf of the Placees of any
changes. 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
END 
-0- Jan/29/2013 07:00 GMT
 
 
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