15th June 2005

Imagination Technologies Group plc announces an underwritten cash placing to raise £9.45 million


Members of the public are not eligible to take part in the Placing described below. Invitations to participate in the Placing will be limited to Relevant Persons (as defined in the terms of, and conditions to, the Placing which are appended to this announcement).

Your attention is drawn to the section marked “”GENERAL”” at the end of this announcement.

The full terms of and conditions to the Placing are appended to this announcement.

This announcement is solely the responsibility of the Company and its directors. Neither JPMorgan Cazenove Limited, its affiliates (“”JPMorgan Cazenove””) nor any of their respective subsidiaries, directors, employees and agents accept any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which they are not responsible.

Introduction
Imagination Technologies Group plc (the “”Company”” and, together with its subsidiaries, “”Imagination””) today announces that it is seeking to raise £9.45 million (before expenses) by means of a placing (the “”Placing””) of 15,000,000 new ordinary shares of 10 pence each in the capital of the Company (the “”Placing Shares””) at a price of 63 pence per Placing Share (the “”Placing Price””).

The Placing Shares are equivalent to approximately 7.93 per cent. Of the Company’s existing issued share capital and will, when issued, represent approximately 7.35 per cent. Of the Company’s enlarged issued share capital. Due to the size of the Placing, shareholder approval will be sought to approve the disapplication of statutory rights of pre-emption contained in section 89 of the Companies Act 1985. Accordingly, a circular is expected to be sent today to the Company’s shareholders convening an extraordinary general meeting for 10:00 a.m. on 8 July 2005 at which a special resolution disapplying these statutory pre-emption rights will be proposed (the “”Resolution””).

The net proceeds of the Placing will be used to supplement existing resources and strengthen the financial position of the Company in order to provide comfort to existing and prospective commercial partners. The additional funds will also be available to fund working capital at a time when Imagination remains heavily dependent on licensing income, the timing of which can be difficult to predict.

JPMorgan Cazenove is acting as financial adviser and bookrunner in relation to the Placing.

Details of the Placing
The Company is proposing to raise approximately £9.45 million (before expenses) by means of the Placing. The Placing Shares are to be placed with institutional investors only; members of the public are not eligible to participate in the Placing. The Placing Shares will be acquired by placees on the basis that they have not relied on any information, representation and/or warranty from JPMorgan Cazenove or the Company, save for the information contained in this announcement and the terms and conditions appended hereto.

Application will be made to the Financial Services Authority and to London Stock Exchange plc (the “”LSE””) for the Placing Shares to be admitted to, respectively, the Official List and trading on the LSE’s market for larger and established companies (“”Admission””). Subject (amongst other things) to the Resolution being passed, it is expected that Admission will become effective at 8.00 a.m. (London time) on 11 July 2005 and that dealings in the Placing Shares will commence at that time.

The Placing is fully underwritten and is conditional on the placing agreement entered in to in connection with the Placing (the “”Placing Agreement””) becoming unconditional in all respects by 8.00 a.m. on 11 July, 2005 (or such later time or date as the parties thereto may agree, being not later than 8.00 a.m. on 1 August, 2005). These conditions include (i) the passing of the Resolution (without amendment), and (ii) Admission becoming effective by the time and date described above. In addition, the Placing Agreement may be terminated at any time prior to Admission in certain circumstances, including any of the warranties and undertakings contained in the Placing Agreement not being, or ceasing to be, true and accurate in all material respects and there having occurred or come into effect any event or omission which is or may be materially adverse to the Company or to the underwriting of the Placing.

Given the small size of the Placing in both monetary terms and the number of Placing Shares as a percentage of the Company’s existing issued share capital, the Placing is being made on a non pre-emptive basis as the time and costs associated with a pre-emptive offer are considered by the directors of the Company (the “”Directors””) to be disproportionate to the transaction.

Background to and reasons for the Placing
The Directors believe that Imagination has made significant strategic progress during the last financial year in securing important long-term new and expanded partnerships. These include the addition of Freescale (formerly the semiconductor arm of Motorola Inc.) for PowerVR MBX mobile graphics, major extensions to existing agreements for MBX technology with Intel and Texas Instruments, a major licence upgrade with Sharp and an agreement with Frontier Silicon for mobile TV technology. More recently, an agreement was also signed with Intel for Imagination’s new generation graphics and video technology intellectual property (“”IP””). Imagination now has licensing agreements in place, in several cases expanded by repeat business, with the majority of the global top ten semiconductor companies as well as other leading companies in the industry. The Directors believe these developments show that Imagination’s IP is playing an increasingly important role in the product development plans of Imagination’s partners.

Whilst the Directors believe that the last 12 months have seen strong strategic progress, the trading result in the last financial year was impacted by timing delays in the closure of licensing business and in the build up of royalty volume, which was slower than expected due to partner project timing and integration of software into end products. As a result, there was an operating cash outflow of £5.5 million in the year.

Whilst licensing revenue flows can be uneven, the Directors consider that it is nevertheless critical to maintain on-going investment in research and development to ensure that Imagination’s IP development programmes stay on track to deliver an industry-leading technology roadmap and support its growing customer base. Similarly, the Directors consider that it is important from a commercial perspective to be able to demonstrate a financially secure position to both prospective and existing partners, a number of which have Imagination’s IP as a fundamental part of their product development plans.

With the number of committed partner chips now increased to 28, up from 20 last year, including seven chips now shipping and ten others already at prototype stage, the Directors believe that the visibility of expected royalty revenue growth is improving. The shipment of chips incorporating Imagination’s IP more than doubled last year to 2.5 million and the Directors expect to show significant growth as existing chips increase volume and additional partner chips come to market.

The Directors believe that the prospects for Imagination’s technology in the mobile phone market, in particular, are strong. This is based on the calibre of Imagination’s existing partners (which include Freescale, Intel, Philips, Renesas, Samsung and Texas Instruments) who have committed to Imagination’s IP for their mobile phone market graphics solutions, the announcement of a number of mobile phone chips by these partners, and end user devices using Imagination’s IP already starting to ship. 1.4 million mobile phone chips incorporating Imagination’s IP were shipped in the second half of last year based on the launch of only three end user mobile devices from Dell, Fujitsu and Mitsubishi.

With Imagination’s existing partners commanding a majority of the market for chips used in the mobile phone market and the proportion of the market requiring hardware graphics and video acceleration anticipated to grow rapidly over the next few years, the Directors believe that there is potential for chips in mobile handsets incorporating Imagination’s IP to reach volumes in hundreds of millions per annum. In addition to the mobile phone market, the Directors also expect the number of chips shipping with Imagination’s IP to grow in the DAB digital radio market (where Imagination’s technology has a dominant market share), and the car navigation, TV and mobile TV markets.

With regard to licences, Imagination continues to have a very active pipeline of negotiations and opportunities in its key markets, with a number of these at an advanced stage, expected to close in the current financial year. Specifically, the Directors believe that there is strong potential for its PowerVR MBX, technology; its new family of next generation graphics/video technology (where Imagination has already secured Intel as a lead partner); and its Ensigma communication and Metagence processor technologies in the TV and mobile TV segments. However, as the last financial year demonstrated, the precise timing of licensing business closure is difficult to predict with certainty; the eventual timing of licensing deal closures often depending on both partners’ design cycles and the industry’s overall outlook.

The Directors consider that the quality of Imagination’s committed partners, the strength of its engagements, the market position secured and the increased rate at which Imagination’s IP is incorporated into end products are testimony to the competitiveness of Imagination’s IP and are a solid foundation for future growth. Accordingly, the Directors believe that a fundraising is a prudent measure in order to be able to demonstrate financial security and ensure that Imagination can maintain the necessary research and development investment and customer support so that the business is well positioned to exploit significant commercial opportunities.

In conclusion:

  • Significant strategic progress has been made with partners in 2004/05, but licence revenue was slower than anticipated and the operating cash outflow was £5.5 million;
  • Major licensees are extending their existing licenses, including new generation technology;
  • Royalty revenues are expected to show significant growth across Imagination’s main markets;
  • The majority of the global top ten semiconductor companies have committed to developing Imagination’s MBX IP into their mobile graphics products with several chips already announced and some shipping;
  • End user products incorporating MBX are now being sold in the United States, Europe and the Far East and royalty revenue is coming through, with (the Directors believe) the potential to reach volumes in hundreds of millions per annum;
  • The number of chips shipping with Imagination’s IP is also expected to grow in the DAB digital radio, car navigation, TV and mobile TV markets; and
  • The timing of licence revenues remains difficult to predict accurately and, whilst the Directors expect Imagination to move into a profitable and cash generative position in the medium term, they consider that the proceeds of the Placing are required to demonstrate financial security to the Company’s partners and to ensure financial stability in the short term in the event that licence deals do not to complete as soon as expected.

Use of proceeds and financial effects of the Placing
The proceeds of the Placing will be used to supplement existing resources and demonstrate a strengthened financial position to existing and prospective partners. The additional funds will also be available to fund working capital at a time when Imagination remains heavily dependent on licensing income, the timing of which can be difficult to predict.

The Placing is intended to allow Imagination to continue to support and grow its business over the medium term, to the benefit of all of the Company’s shareholders.

Further information on Imagination
Imagination develops, licenses and supplies graphics, video and display cores, real-time multi-threaded DSP/RISC processors and communication and broadcast technologies for the mobile, consumer, automotive and PC markets.

It supplies licensable IP supported by advanced development tools to leading semiconductor and consumer electronics companies worldwide.

Imagination employs over 300 people, with over 70 per cent. Of those being engineers in silicon and software design teams. It has its headquarters in Kings Langley, Hertfordshire (UK) and offices in Chepstow (UK), Leeds (UK), San Diego (USA) and Tokyo (Japan).

Imagination’s IP has been licensed to companies such as Freescale, Intel, NEC Corporation, Philips Semiconductor, Renesas, Samsung, Sega Corporation, Sharp Corporation, STMicroelectronics and Texas Instruments.

Additionally, Imagination has a strategic partnership with ARM, which licenses specific Imagination graphics cores for use alongside its own cores.

Imagination also has licensing and/or development relationships with broadcasting companies such as Digital One and fabless semiconductor companies such as Frontier Silicon and Sunplus.

Current trading and prospects
As the Company reported on 25 May 2005 in the announcement of its preliminary results for the year ended 31 March 2005, the quality of Imagination’s partners, the scale of partner chip design wins and the significant role its technologies play in its partners’ roadmaps will increasingly accelerate volume growth, particularly in the mobile phone market, and hence its royalty revenues. It is these increasing royalty flows which are expected to move the business into a profitable and cash-generative position. It is also expected that there will be an increased news flow in the coming year as more end-user products are launched and more partners commit to Imagination’s current and future technologies although the closure of new deals will be subject to the usual timing uncertainties.

Imagination Technologies Group plc
01923 260 511
Geoff Shingles
Hossein Yassaie
Trevor Selby

JPMorgan Cazenove Limited
020 7588 2828
David Anderson

GENERAL
JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Imagination as financial adviser and bookrunner and no one else in relation to the Placing and will not be responsible to any other person (whether or not such person is in receipt of this announcement) for providing the protections afforded to its customers or for advising any other person in relation to the Placing.
Certain statements made in this announcement are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, express or implied, by the forward looking statements. Factors that might cause forward looking statements to differ materially from actual results include, among other things, political, regulatory and economic factors. Imagination assumes no responsibility to update any of the forward looking statements contained in this announcement. Further, any indication in this announcement of the price at which ordinary shares of Imagination have been bought or sold in the past cannot be relied upon as a guide to future performance.
This announcement and the information contained herein is not for publication or distribution to persons in the United States, Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful.

Members of the general public are not eligible to take part in the Placing. This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, is only aimed at and directed to persons in the United Kingdom who (i) at all relevant times, have professional experience in matters relating to investments and who are “”investment professionals”” (within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended)) and (ii) (aa) prior to 1 July 2005, are persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business and (bb) from 1 July 2005, are “”qualified investors”” (within the meaning of section 86(7)(a) of the Financial Services Markets Act 2000 then in force) (“”Relevant Persons””). This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in so far as relating to participation in the Placing is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The making of an offer in certain jurisdictions or to residents who are citizens of certain jurisdictions (“”Foreign Persons””), may be restricted by laws or regulations of the relevant jurisdictions. Foreign Persons should inform themselves about and observe any such applicable legal requirements in their respective jurisdiction.

This announcement does not constitute an offer to sell or issue, or constitute the solicitation of an offer to acquire or buy, any Placing Shares to any Foreign Persons to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Placing Shares have not been, and will not be, registered under the United States Securities Act 1933, as amended (the “”US Securities Act””) or with any securities regulatory authority of any State or other jurisdiction of the United States, and accordingly may not be offered or sold in the United States unless registered under the US Securities Act or pursuant to an exemption from such registration. No regulatory authority has passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

<b>TERMS AND CONDITIONS OF THE PLACING</b>

<b>MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE ONLY DIRECTED TO AND AIMED AT PERSONS SELECTED BY JPMORGAN CAZENOVE WHO (i) AT ALL TIMES HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE “”INVESTMENT PROFESSIONALS”” WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTIONS) ORDER 2001 (AS AMENDED) AND (ii)(aa) PRIOR TO 1 JULY 2005, ARE PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND (bb) FROM 1 JULY 2005, ARE “”QUALIFIED INVESTORS”” WITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 THEN IN FORCE (“”RELEVANT PERSONS””). THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.</b>

These terms and conditions and the information contained herein are not for publication or distribution, directly or indirectly, to persons in the United States of America, Canada, Australia, Japan, the Republic of South Africa, the Republic of Ireland or in any jurisdiction in which such publication or distribution is unlawful.

Unless otherwise defined in these terms and conditions, words and expressions used in these terms and conditions shall have the same meaning as in the press announcement dated 15 June 2005 to which they are appended (the “”Press Announcement””).

<b>1. INTRODUCTION</b>

These terms and conditions apply to Relevant Persons making an offer to subscribe for Placing Shares under the Placing.

Each Relevant Person to whom these conditions apply, as described above, who confirms its agreement to JPMorgan Cazenove (as agent of the Company) to subscribe for Placing Shares (which may include any of JPMorgan Cazenove’s nominees) (an “”Investor””) hereby agrees with JPMorgan Cazenove and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued under the Placing and to be providing the representations, warranties, acknowledgements and undertakings set out herein. An Investor shall, without limitation, become so bound if JPMorgan Cazenove confirms to the Investor its allocation of Placing Shares.

The Placing Shares have not been and will not be registered under the US Securities Act and may not be offered or sold within the United States of America absent registration or an exemption from registration under such Act.

The Placing Shares have not been recommended, approved or disapproved by any United States federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States of America.

These terms and conditions do not constitute an offer to sell or issue or solicitation of an offer to buy or subscribe for the Placing Shares in any jurisdiction, including, without limitation, the United States of America, Canada, Australia or Japan, where it is unlawful to do so. The distribution of these terms and conditions and the Press Announcement and sale of or subscription for the Placing Shares in certain jurisdictions may be restricted by law. Relevant Persons to whose attention these terms and conditions have been drawn are required by the Company and JPMorgan Cazenove to inform themselves about and to observe any such restrictions.

<b>2. AGREEMENT TO ACQUIRE ORDINARY SHARES</b>

Conditional on the passing of the Resolution and Admission occurring on or prior to 8.00 a.m. on 11 July 2005 (or such later date as JPMorgan Cazenove, J. P. Morgan Securities Ltd. (the “”Underwriter””) and the Company may agree (not being later than 1 August 2005)), an Investor agrees to subscribe for, at the Placing Price, the number of Placing Shares allocated to such Investor under the Placing in accordance with the arrangements described in the Press Announcement. To the fullest extent permitted by law, each Investor acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights such Investor may have.

<b>3. PRINCIPAL TERMS OF THE PLACING</b>

This section gives details of the terms of and conditions to, and the mechanics of participation in, the Placing.

3.1 JPMorgan Cazenove is arranging the Placing as an agent for and on behalf of the Company. Participation will only be available to persons (being Relevant Persons) invited to participate by JPMorgan Cazenove.

3.2 Potential Investors will be informed of their allocation of Placing Shares prior to their confirming their participation in the Placing.

3.3 An Investor’s irrevocable commitment to acquire a fixed number of Placing Shares at the Placing Price will be agreed with and confirmed by it orally and a written confirmation in the form of a contract note (in either electronic or paper form) will be dispatched as soon as possible thereafter. The Investor’s oral confirmation to JPMorgan Cazenove constitutes an irrevocable, legally binding contractual commitment to JPMorgan Cazenove, as agent for the Company, from the Investor to subscribe for a fixed number of Placing Shares on the terms and conditions set out herein.

3.4 There will be no commission payable in relation to the Placing Shares.

3.5 Save in respect of depositary receipt arrangements or clearance services (as to which see warranty 5.6 below), no United Kingdom stamp duty or stamp duty reserve tax will be payable on the issue of the Placing Shares.

3.6 Investors will participate in the Placing on the basis of these terms and conditions and the Press Announcement.

3.7 The Placing Agreement contains standard conditions and termination rights for a placing in the nature of the Placing. By participating in the Placing, each Investor agrees with JPMorgan Cazenove and the Underwriter that the exercise by JPMorgan Cazenove and/or the Underwriter of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of JPMorgan Cazenove and/or the Underwriter and that neither JPMorgan Cazenove nor the Underwriter need make any reference to the Investor and that neither JPMorgan Cazenove nor the Underwriter shall have any liability whatsoever to the Investor in connection with any such exercise. If the Placing Agreement does not become unconditional or is terminated in accordance with its terms, the Placing will not proceed, the rights, obligations and liabilities of the Investor will cease and determine and no claims will be capable of being made by the Investor in respect of the Placing and JPMorgan Cazenove will cause to be returned to the Investor, without interest, all monies received from the Investor pursuant to the terms of the Placing at the risk of the Investor.

<b>4. PAYMENT, REGISTRATION AND SETTLEMENT</b>

Each Investor undertakes to pay the Placing Price for the Placing Shares issued to such Investor in such manner as shall be directed by JPMorgan Cazenove.

Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain exceptions. JPMorgan Cazenove reserves the right (subject to compliance with applicable law and regulations) to require settlement for and delivery of the Placing Shares to the Investors in such other means that it deems necessary if delivery or settlement is not possible within the CREST system within the timetable set out herein or would not be consistent with the regulatory requirements in the jurisdictions of such Investors.

It is expected that settlement will take place on 11 July 2005.

In the event of any failure by any Investor to pay as so directed by JPMorgan Cazenove, the relevant Investor shall be deemed hereby to have appointed JPMorgan Cazenove or any nominee of JPMorgan Cazenove to sell (in one or more transactions) in accordance with applicable law and regulations any or all of the Placing Shares in respect of which payment shall not have been made as directed by JPMorgan Cazenove and to indemnify on demand JPMorgan Cazenove in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales (together with any interest or penalties thereon).

If Placing Shares are to be delivered to a custodian or settlement agent of an Investor, the relevant Investor should ensure that the written confirmation referred to above is copied and delivered immediately to the relevant person within that organisation.

<b>5. REPRESENTATIONS AND WARRANTIES</b>

By receiving these terms and conditions, each Investor and any person acting on its behalf is deemed to represent and warrant to JPMorgan Cazenove and the Company that:

5.1 it has read and understood these terms and conditions and the Press Announcement in their entirety;

5.2 if the Investor is a natural person, such Investor is not under the age of majority (18 years of age in the United Kingdom (“”UK””)) on the date of such Investor’s agreement to subscribe for Placing Shares under the Placing;

5.3 in agreeing to subscribe for Placing Shares under the Placing, the Investor is relying on these terms and conditions and the Press Announcement and not on any other information or representation concerning the Company or the Placing. Such Investor agrees that neither the Company nor JPMorgan Cazenove nor any of their respective officers, partners, directors or employees will have any liability for any such other information or representation and, to the extent that any such person may be found to have any such liability, the Investor hereby waives any right that it may have to make any claim in relation thereto;

5.4 if the laws of any place outside the UK are applicable to the Investor’s agreement to subscribe for Placing Shares and/or acceptance thereof, such Investor has complied with all such laws and none of the parties mentioned under paragraph 1 above will infringe any laws outside the UK as a result of such Investor’s agreement to subscribe for Placing Shares and/or acceptance thereof or any actions arising from such Investor’s rights and obligations under the Investor’s agreement to subscribe for Placing Shares and/or acceptance thereof or under the articles of association of the Company (the “”Articles””);

5.5 in the case of a person who confirms to JPMorgan Cazenove on behalf of an Investor an agreement to subscribe for Placing Shares, that person represents and warrants that he has authority to do so on behalf of the Investor;

5.6 the Investor is not, and is not applying as nominee or agent for, a person who is, or may be, mentioned in any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services);

5.7 the Investor is a person who:

(i) falls within paragraph (5) of Article 19 of the Financial Services and Markets Act (Financial Promotion) Order 2001; and

(ii) (a) prior to 1 July 2005, is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) from 1 July 2005 until Admission, will be a “”qualified investor”” within the meaning of section 86(7) of the Financial Services and Markets Act 2000 then in force;

5.8 in the case of an Investor (or any person acting on its behalf) who confirms to JPMorgan Cazenove on behalf of an Investor an agreement to subscribe for Placing Shares and who is acting on behalf of a third party, that the terms on which the Investor (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party’s behalf without reference to that party;

5.9 the Investor has complied with its obligations in connection with the prevention of money laundering under the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2003 (the “”Regulations””) and, if it is making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

5.10 the Investor has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 in force from time to time with respect to anything done by it in relation to the Placing Shares in, or otherwise involving, the UK; and

5.11 the Investor has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to participate 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 these terms and conditions).

<b>6. ACKNOWLEDGEMENTS AND UNDERTAKINGS</b>

By participating in the Placing, each Investor (and any person


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