Pressure Technologies PLC PROPOSED PLACING AND RETAIL OFFER (3719G)

TIDMPRES

RNS Number : 3719G

Pressure Technologies PLC

15 November 2022

THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PRESSURE TECHNOLOGIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF PRESSURE TECHNOLOGIES PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF ENGLAND AND WALES ("UK MAR") BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

Pressure Technologies plc

("Pressure Technologies" or the "Company")

PROPOSED PLACING AND RETAIL OFFER TO RAISE UP TO GBP2.5 MILLION

BOARD CHANGE

Pressure Technologies plc, (AIM: PRES), the specialist engineering group, is pleased to announce a proposed placing, via an accelerated bookbuild, of New Ordinary Shares of 5 pence each in the capital of the Company.

The Placing will be conducted at a price of 30 pence per share in order to raise up to GBP2.0 million (before expenses). The Placing will comprise up to 6,666,666 new Ordinary Shares, representing approximately 21.46 per cent of the existing issued share capital of the Company.

In addition to the Placing, there will be an offer made by the Company of new Ordinary Shares on the Peel Hunt Retail Capital Markets REX portal at the Issue Price to raise up to GBP0.5 million (before expenses) to provide existing retail shareholders in the United Kingdom with an opportunity to participate in the Company's fundraising plans. A separate announcement will be made shortly regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing .

Capitalised terms used in this announcement (including the appendix (the "Appendix" and together, this "Announcement")) have the meanings given to them in the section headed "Definitions" at the end of this Announcement, unless the context provides otherwise.

Singer Capital Markets is acting as nominated adviser, bookrunner and broker to the Company in relation to the Fundraising. Peel Hunt LLP is acting as Pressure Technologies' co-ordinator in relation to the Retail Offer.

Singer Capital Markets will commence a bookbuilding process in respect of the Placing immediately following the publication of this Announcement.

Highlights

-- Proposed Placing and Retail Offer to issue up to 8,333,332 new Ordinary Shares at the Issue Price, raising up to GBP2.5 million (before expenses).

   --          The net proceeds of the Placing and Retail Offer will be used:

o Provide working capital headroom to support material purchases and other supplier payments for existing defence, offshore and hydrogen contracts, which are expected to be delivered in 2023;

o Provide a bridge to profitable, cash-generative trading and the commencement of major defence contracts in FY23; and

o Strengthen the Group's balance sheet

-- The Placing will be conducted by way of an accelerated bookbuild process by Singer Capital Markets.

   --          The Placing is subject to the terms and conditions set out in the Appendix

-- Certain of the directors of the Company have indicated their intention to subscribe for, in aggregate, GBP60,000 in the Placing

-- The Placing and Retail Offer are conditional upon the approval by the Company's shareholders of the Resolutions at the general meeting of the Company's shareholders to be held at 11:00 a.m. on 2 December 2022 at the offices of Singer Capital Markets, 1 Bartholomew Lane, London EC2N 2AX.

-- The Issue Price of 30p represents a discount of approximately 6.25 per cent. to the closing middle market price of 32 pence per Ordinary Share on 14 November 2022, being the latest practicable date prior to the publication of this Announcement.

Board Change

The Board today announces that James Locking intends to step down from his role as Chief Financial Officer (CFO). James will remain on the Board until 3 February 2023 and will support the Group in ensuring the completion of ongoing projects, including the FY22 Audit, and a smooth transition.

The Board would like to thank James for his contribution and service to the business over the past four years and wishes him every success for the future.

A recruitment process for James' replacement has commenced.

For further information, please contact:

 
 Pressure Technologies plc            Tel: 0330 015 0710 
  Chris Walters, Chief Executive       PressureTechnologies@houston.co.uk 
  James Locking, Chief Financial 
  Officer 
 Singer Capital Markets (Nomad        Tel: 0207 496 3000 
  and Broker) 
  Mark Taylor / Asha Chotai 
 Houston (Financial PR and Investor   Tel: 0204 529 0549 
  Relations) 
  Kay Larsen / Ben Robinson

COMPANY DESCRIPTION

www.pressuretechnologies.com

With its head office in Sheffield, the Pressure Technologies Group was founded on its leading market position as a designer and manufacturer of high-integrity, safety-critical components and systems serving global supply chains in oil and gas, defence, industrial and hydrogen energy markets.

The Group has two divisions, Chesterfield Special Cylinders and Precision Machined Components.

   Chesterfield Special Cylinders (CSC) -    www.chesterfieldcylinders.com

-- Chesterfield Special Cylinders, Sheffield, includes CSC Deutschland GmbH.

   Precision Machined Components (PMC) -    www.pt-pmc.com

-- Precision Machined Components includes the Al-Met, Roota Engineering and Martract sites.

BACKGROUND AND REASONS FOR THE PLACING AND RETAIL OFFER

Pressure Technologies is a UK designer and manufacturer of high-integrity, safety-critical components and systems serving global supply chains in oil and gas, defence, industrial gases and hydrogen energy markets. The Group creates value for its customers by enhancing the performance of their safety-critical supply chains and advancing safety and reliability in demanding environments through technology, high-quality engineering and the skills of its people.

The Group is comprised of two business divisions:

-- Chesterfield Special Cylinders ("CSC"), which designs and manufactures high-pressure gas containment systems and provides through-life integrity management services ("Integrity Management") for safety-critical applications in defence, oil and gas, industrial and hydrogen energy markets; and

-- the Precision Machined Components ("PMC") division, which comprises Roota Engineering, Martract and Al-Met brands with highly competitive lead times, highly specialised precision engineering skills and a blue chip customer base in the global oil and gas market.

On 27 September 2022, the Company announced a trading update for the 52 week period ended on 1 October 2022 ("FY22"). Although the second half of the financial year was expected to deliver an adjusted operating profit, trading within the Group was below the Board's expectations despite a strong order book in the CSC division and recovering demand within the PMC division.

Within CSC, major defence projects were impacted by a combination of customer delays, supply chain disruption and the unplanned outage of key equipment, delaying significant revenue into the first half of FY23. Similarly, several Integrity Management deployments planned for the second half have been delayed by customers into the 52 week period ending 30 September 2023 ("FY23") and beyond. Input costs from raw materials and energy-intensive processes increased significantly throughout the year, further impacting margins where the costs could not be recovered through price escalations and permitted contract variations within the period.

In PMC, there was an unexpected temporary slowdown in order placement from oil and gas customers over the summer period, which recovered later in the fourth quarter of FY22. Together with supply chain delays and cost increases, the temporary slowdown resulted in lower revenue and a significantly greater adjusted operating loss than anticipated for the full year.

A significant refinancing project was due to complete in September 2022, which was expected to replace the Company's existing GBP2.4 million Lloyds Bank (the trading name for Bank of Scotland plc) revolving credit facility with an asset-backed credit facility of GBP6.0 million, providing increased headroom and flexibility to the Group to achieve its strategic objectives. This was interrupted due to the Group's disappointing trading performance in the fourth quarter of FY22.

As a result of the expected adjusted operating loss for the full year FY22 and interruption to the refinancing project, the Board entered into discussions with Lloyds Bank as it anticipated it would not be able to meet the requirements of the two existing financial covenants contained within the existing facility. Ernst & Young LLP continues to support the Group's review of funding options in order to replace the Lloyds Bank facility with new arrangements that will provide the Group with increased facility headroom.

In addition to pursuing refinancing opportunities, the Board is also exploring other longer term opportunities that will secure sufficient funding to progress its strategic priorities particularly within CSC and the hydrogen energy sector. These initiatives include divesting of non-core activities and the sale and leaseback of freehold property to strengthen the Group's balance sheet and cash position. To match the scale of the Group after the anticipated non-core divestment, the Group commenced restructuring of centralised overhead functions in October 2022, which is anticipated to reduce the Group's cost base from January 2023.

The terms of the existing Lloyds bank facility of GBP2.4 million have been extended to 31 March 2024 and the September 2022 covenant tests have been waived. However, the Board considers that additional short-term working capital of a minimum of GBP2.0 million is required to provide increased liquidity and greater flexibility to support the Group's strategic investment in CSC, for delivery of existing contracts and to capitalise on growth opportunities in Integrity Management services and in hydrogen storage and transportation. In order to address the Group's short term funding requirements, the Board is undertaking the Fundraising, whilst longer-term funding opportunities are progressed.

Use of proceeds

The net proceeds of the Fundraising of up to GBP2.5 million will be used to support the Group's short term working capital requirements, alongside strengthening the balance sheet whilst longer term financing opportunities are progressed. The use of proceeds is as follows:

-- Provide working capital headroom to support material purchases and other supplier payments for existing defence, offshore and hydrogen contracts, which are expected to be delivered in 2023;

-- Provide a bridge to profitable, cash-generative trading and the commencement of major defence contracts in FY23; and

-- Strengthen the Group's balance sheet.

CURRENT TRADING AND PROSPECTS

Chesterfield Special Cylinders

As previously announced, progress on major defence contracts in the fourth quarter of FY22 was impacted by a combination of unexpected customer delays, supply chain disruption and the unplanned outage of key equipment, delaying significant revenue into the first half of FY23. Similarly, several Integrity Management deployments planned for the second half of the financial year were delayed by customers into FY23 and beyond. Additionally, input costs from raw materials and energy-intensive processes increased significantly throughout the year, further impacting margins where the costs could not be recovered through price escalations and permitted contract variations within the period.

In addition, and subsequent to the trading update issued on 27 September 2022, major defence contract margins for prior periods FY17 to FY21 have been reassessed and a potential downward adjustment of c.GBP0.5 million to FY22 operating profit has been identified. The Group is in discussion with its auditors, Grant Thornton UK LLP, regarding the appropriate accounting treatment of this historic contract margin adjustment.

As a result, CSC is expected, subject to external audit, to report revenues for FY22 of approximately GBP18.0 million (FY21: GBP18.9 million) and an operating profit of approximately GBP1.8 million (FY21: GBP2.8 million) pre exceptional items and the FY17 to FY21 contract margin adjustment.

CSC has a positive outlook supported by an order book of GBP6.6 million, major defence contract placements expected in the first quarter, and a strong pipeline of defence contracts, Integrity Management deployments and hydrogen storage and transportation projects. The Group is also well placed to benefit from the increase in demand for hydrogen energy storage and transport solutions, with green hydrogen generation in the UK and Europe providing further opportunities for the Group, particularly in anticipated demand for new build hydrogen road trailer demand.

In addition, CSC has the opportunity to mitigate input cost pressures through planned procurement and pricing strategies, operational efficiencies and contract variations.

Precision Machined Components

Despite a temporary slowdown in order placement from oil and gas customers over the summer period, which impacted PMC's trading performance in the fourth quarter of FY22, a strong order intake of GBP3.0 million underpins the opening order book for FY23 of GBP3.3 million. PMC is expected, subject to external audit, to report revenues for FY22 of approximately GBP7.4 million (FY21: GBP6.4 million) and an operating loss of GBP1.2 million (FY21 GBP1.6 million) pre exceptional items.

PMC's customers continue to forecast continued recovery in demand for specialised components for oil and gas exploration and production projects which is expected to benefit the business in FY23. The Board expects PMC to return to profitable trading in the second quarter of FY23.

Group Trading and Outlook

The results for the first half of the year, which were announced on 28 June 2022, indicated an operating loss of GBP2.1 million pre exceptional items for the first half, but with a much stronger performance expected for the second half of the year, on the basis of a strong order book in CSC and an expected recovery in order intake in PMC. However, second-half performance was significantly below that anticipated and the Group is now expecting, subject to external audit, to report a full-year operating loss of approximately GBP1.4 million (FY21: GBP0.7 million) pre exceptional items and FY17 to FY21 contract margin adjustment in CSC.

Despite the disappointing trading performance in FY22, the Board is confident in underlying market opportunities and expects a return to profitability and positive cash generation in FY23. The positive outlook for the Group in the medium and longer term is underpinned by a strong defence orderbook and pipeline, the completion of projects deferred from FY22, improving order placement in PMC and exciting opportunities in hydrogen storage and transportation.

DIRECTOR PARTICIPATION IN THE PLACING

Certain of the Directors have indicated their intention to participate in the Placing. Their proposed respective participations would constitute related party transactions under Rule 13 of the AIM Rules for Companies. Further details of any participation by the Directors in the Placing will be set out in the announcement to be made summarising the results of the Bookbuilding Process.

DETAILS OF THE PLACING AND THE RETAIL OFFER

The Placing

The Company is proposing to raise up to approximately GBP2.0 million before expenses by the issue of the Placing Shares at 30 pence per new Ordinary Share to certain new and existing Shareholders. The Placing will comprise up to 6,666,666 new Ordinary Shares, representing approximately 21.46 per cent of the existing issued share capital of the Company. The Placing Shares will, when issued, rank pari passu with the Existing Ordinary Shares.

The Placing has not been underwritten. The issue of the Placing Shares is conditional, inter alia, upon the approval by Shareholders of the Resolutions at the General Meeting convened for 2 December 2022 and upon Admission becoming effective on 6 December 2022 (or such later date as the Company and the Singer may agree).

On 15 November 2022, the Company and Singer entered into the Placing Agreement pursuant to which Singer agreed, subject to certain conditions, to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains provisions entitling Singer to terminate the Placing (and the arrangements associated with it), at any time prior to Admission in certain circumstances. If this right is exercised, the Placing will lapse, any monies received in respect of the Placing will be returned to the applicants without interest and Admission will not occur.

The Company has agreed to pay Singer upon Admission a placing commission and all other costs and expenses of, or in connection with, the Placing, plus any VAT thereon. The Placing Agreement contains warranties from the Company in favour of Singer in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its businesses. In addition, the Company has agreed to indemnify Singer in customary terms in relation to certain liabilities it may incur in respect of the Placing.

Singer has the right to terminate the Placing Agreement in certain circumstances prior to admission of the New Ordinary Shares to trading AIM ("Admission"), in particular if there has, in the opinion (acting reasonably) of Singer, been a breach of the warranties given to Singer in the Placing Agreement in any material respect, or on the occurrence (in the opinion of Singer (acting reasonably)) been a material adverse change which is material in the context of the Company or the Group taken as a whole or force majeure event.

The Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail Shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer. The Retail Offer, will be open to existing retail shareholders via 'REX' intermediaries ("Intermediaries", each an "Intermediary") to raise up to GBP0.5 million (before fees and expenses) through the issue of the Retail Shares. The Retail Offer will be conditional on, inter alia, the Placing becoming unconditional and not having been terminated, and Admission.

Each Intermediary will enter into an agreement with the Company and Peel Hunt LLP ("Intermediary Agreement", which will regulate, inter alia, the conduct of the Retail Offer on market standard terms and provides for the payment of a commission and/or fee to the Intermediary if such Intermediary elects to receive a commission and/or fee. Pursuant to the terms and conditions in the Intermediary Agreement, in making an application, each Intermediary will also be required to give certain representations and warranties. The Company has also agreed to pay certain fees and commissions to Peel Hunt LLP as co-ordinator in respect of the Retail Offer and a fee to Singer in respect of the introduction made by them to Peel Hunt LLP.

The Retail Offer is not underwritten and will be offered in the United Kingdom under the exemption against the need to publish a prospectus approved by the FCA in section 86(1)(e) of FSMA. The Retail Offer will not be made into any jurisdiction other than the United Kingdom.

Admission, settlement and GENERAL MEETING

Application will be made to the London Stock Exchange for Admission of the New Ordinary Shares.

It is expected that Admission will take place on or before 8.00 a.m. on 6 December 2022 and that dealings in the New Ordinary Shares on AIM will commence at the same time.

The Fundraising is conditional upon, among other things, the Resolutions required to implement the Fundraising being duly passed by the shareholders of Pressure Technologies at the General Meeting proposed to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at 11.00 a.m. on 2 December 2022, upon Admission becoming effective and provided the Placing Agreement between Pressure Technologies and Singer has not been terminated in accordance with its terms.

A Circular containing, amongst other things, the notice of the General Meeting is expected to be published by 16 November 2022.

EXPECTED TIMETABLE FOR THE PLACING AND RETAIL OFFER

 
 Publication of the Circular                             16 November 2022 
 Latest time and date for receipt 
  of Forms of Proxy and CREST proxy             11.00 a.m. on 30 November 
  instructions                                                       2022 
 General Meeting                                 11.00 a.m. on 2 December 
                                                                     2022 
 Admission and dealings in the New 
  Ordinary Shares expected to commence            8.00 a.m. on 6 December 
  on AIM                                                             2022 
 Where applicable, expected date for 
  CREST accounts to be credited in              As soon as possible after 
  respect of the New Ordinary Shares                            8.00 a.m. 
  in uncertificated form                               on 6 December 2022 
 Where applicable, expected date for 
  despatch of definitive share certificates 
  for New Ordinary Shares in certificated     Week commencing 19 December 
  form                                                               2022 
 Notes: 
  1. Each of the times and dates above are indicative only 
  and are subject to change. If any of the above times and/or 
  dates change, the revised times and/or dates will be notified 
  by the Company to Shareholders by announcement through a regulatory 
  information service. 
  2. All of the above times refer to London time unless otherwise 
  stated.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE DOMESTIC LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PRESSURE TECHNOLOGIES PLC.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.

The distribution of this Announcement and/or the Placing and/or issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Pressure Technologies, Singer or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Pressure Technologies and Singer to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) ("FSMA") does not require the approval of the relevant communication by an authorised person.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral, electronic or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Pressure Technologies' plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which

are beyond the control of Pressure Technologies, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Pressure Technologies and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Pressure Technologies' profitability and ability to access capital and credit, a decline in Pressure Technologies' credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of Pressure Technologies may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of Pressure Technologies speak only as of the date they are made. Except as required by applicable law or regulation, Pressure Technologies expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Pressure Technologies' expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Singer Capital Markets Securities Limited ("Singer"), which is authorised and regulated in the United Kingdom by the FCA is acting solely for the Company and no-one else in connection with the Fundraising and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising or the transactions and arrangements described in this Announcement. Singer is not responsible to anyone other than the Company for providing the protections afforded to clients of Singer or for providing advice in connection with the contents of this Announcement, the Fundraising or the transactions and arrangements described in this Announcement.

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and no-one else in connection with the Fundraising and the transactions and arrangements described in this Announcement and will not be responsible to any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising or the transactions and arrangements described in this Announcement. SCM Advisory is not responsible to anyone other than the Company for providing the protections afforded to clients of SCM Advisory or for providing advice in connection with the contents of this Announcement, the Fundraising or the transactions and arrangements described in this Announcement. SCM Advisory's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Singer, SCM Advisory or by any of its Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of Pressure Technologies for the current or future financial years would necessarily match or exceed the historical published earnings per share of Pressure Technologies.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of Pressure Technologies' website nor any website accessible by hyperlinks on Pressure Technologies's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in the MiFID II Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EEA Target Market Assessment"). Notwithstanding the EEA Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EEA Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EEA Target Market Assessment, Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EEA Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE DOMESTIC LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); AND WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.

The distribution of this Announcement and/or the Placing and/or issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Pressure Technologies, Singer or any of its Representatives that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Pressure Technologies and Singer to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the FSMA does not require the approval of the relevant communication by an authorised person.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

By participating in the Bookbuilding Process and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to Singer and Pressure Technologies that:

1. it is a Relevant Person 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;

2. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and

(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:

(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 the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Singer has been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and

3. in the case of a Relevant Person in a member state of the EEA (each a "Relevant State" ) who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:

(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 a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Singer has been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons; and

4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and

5. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

6. it (and any account referred to in paragraph 5 above) is outside of the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and

   7.         Pressure Technologies and Singer will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

No 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 any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of Pressure Technologies on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set out in the contract note, electronic trade confirmation or other (oral or written) confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of Pressure Technologies and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Singer or Pressure Technologies or any other person and none of Singer, Pressure Technologies nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons) . Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Pressure Technologies in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Singer has today entered into a Placing Agreement with Pressure Technologies under which, on the terms and subject to the conditions set out in the Placing Agreement, Singer, as agent for and on behalf of Pressure Technologies, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of Pressure Technologies be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of Pressure Technologies, including the right to receive all dividends and other distributions declared, made or paid in respect of such Existing Ordinary Shares after the date of issue of the Placing Shares.

Lock-up

As part of the Placing, Pressure Technologies has agreed that it will not for a period of six months after Admission, directly or indirectly, issue, offer, sell, lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of Pressure Technologies exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the grant or exercise of options under any of Pressure Technologies' existing share incentives and share option schemes, or following Admission the issue by Pressure Technologies of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or before 8.00 a.m. on 6 December (or such later time or date as Singer may agree with Pressure Technologies, being no later than 8.00 a.m. on 14 December 2022) and that dealings in the Placing Shares on AIM will commence at the same time.

The Bookbuilding Process

Singer will commence the Bookbuilding Process to determine demand for participation in the Placing by Placees immediately following the publication of this Announcement. 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.

Singer and Pressure Technologies shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.

Principal terms of the Bookbuilding Process and Placing

1. Singer is acting as bookrunner to the Placing, as agent for and on behalf of Pressure Technologies.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Singer to participate. Singer and any of its affiliates are entitled to enter bids in the Bookbuilding Process.

3. The Issue Price is fixed at 30 pence and is payable to Singer (as agent for Pressure Technologies) by all Placees whose bids are successful. The number of Placing Shares will be agreed between Singer and Pressure Technologies following completion of the Bookbuilding Process. The number of Placing Shares will be announced by Pressure Technologies (such announcement being the "Placing Results Announcement" ) following the close of the Bookbuilding Process.

4. To bid in the Bookbuilding Process, Placees should communicate their bid by telephone or email to their usual sales contact at Singer. Each bid should state the number of Placing Shares which a Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by Singer on the basis referred to in paragraph 9 below. Singer is acting as Bookrunner and arranging the Placing as agent of Pressure Technologies.

5. The Bookbuilding Process is expected to close no later than 5.00 p.m. on 15 November 2022 but may be closed earlier or later subject to the agreement of Singer and Pressure Technologies. Singer may, in agreement with Pressure Technologies, accept bids that are received after the Bookbuilding Process has closed. Pressure Technologies reserves the right (upon the prior agreement of Singer) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its discretion.

6. Each Placee's allocation will be determined by Singer in its discretion following consultation with Pressure Technologies (and in accordance with Singer's allocation policy as has been supplied by Singer to Pressure Technologies) and will be confirmed to Placees either orally or by email by Singer. Singer may choose to accept bids, either in whole or in part, on the basis of allocations determined at its absolute discretion, in consultation with Pressure Technologies, and may scale down any bids for this purpose on the basis referred to in paragraph 9 below.

7. Pressure Technologies will release the Placing Results Announcement following the close of the Bookbuilding Process detailing the aggregate number of the Placing Shares to be issued.

8. Each Placee's allocation and commitment will be evidenced by a contract note, electronic trade confirmation or other (oral or written) confirmation issued to such Placee by Singer. The terms of this Appendix will be deemed incorporated in that contract note, electronic trade confirmation or other (oral or written) confirmation.

9. Subject to paragraphs 4, 5 and 6 above, Singer may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. Singer may also, notwithstanding paragraphs 4, 5 and 6 above, subject to the prior consent of Pressure Technologies:

(a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and

(b) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.

10. A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Singer's consent will not be capable of variation or revocation after the time at which it is submitted. Following Singer's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Singer (as agent for Pressure Technologies), to pay to it (or as it may direct) in cleared funds an amount equal to the product of Issue Price and the number of Placing Shares such Placee has agreed to acquire and Pressure Technologies has agreed to allot and issue to that Placee.

11. Except as required by law or regulation, no press release or other announcement will be made by Singer or Pressure Technologies 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.

12. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".

13. All obligations under the Bookbuilding Process and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

14. By participating in the Bookbuilding Process, each Placee agrees 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.

15. To the fullest extent permissible by law and applicable FCA rules and regulations, neither:

   (a)        Singer; 
   (b)        any of its Representatives; nor

(c) to the extent not contained within (a) or (b), any person connected with Singer as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Singer);

shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Singer nor any of its affiliates shall have any responsibility or liability (including, to the extent permissible by law, any fiduciary duties) in respect of Singer's conduct of the Bookbuilding Process or the Placing or of such alternative method of effecting the Placing as Singer and Pressure Technologies may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note, electronic trade confirmation or other (oral or written) confirmation which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Singer.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Singer in accordance with either the standing CREST or certificated settlement instructions which they have in place with Singer.

Settlement of transactions in the Placing Shares (ISIN: GB00B1XFKR57) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on 6 December 2022 (the "Settlement Date") in accordance with the contract note, electronic trade confirmation or other (oral or written) confirmation. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, Pressure Technologies and Singer may agree that the Placing Shares should be issued in certificated form. Singer reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above the prevailing base rate of Barclays Bank plc as determined by Singer.

Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.

The relevant settlement details for the Placing Shares are as follows:

 
 CREST Participant ID of Singer:                       NNQAN 
 Expected trade time & date:                 08.00 a.m. on 2 
                                               December 2022 
                                            ---------------- 
 Settlement Date:                            6 December 2022 
                                            ---------------- 
 ISIN code for the Placing Shares:              GB00B1XFKR57 
                                            ---------------- 
 Deadline for Placee to input instructions   11.00 a.m. on 2 
  into CREST:                                  December 2022 
                                            ----------------

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note, electronic trade confirmation or other (oral or written) confirmation 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 United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer or agreement to transfer Placing Shares), neither Singer nor Pressure Technologies shall be responsible for payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Singer under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

   (a)        the Circular and form of proxy having been published by no later than 16 November 2022;

(b) the Resolutions having been passed at the General Meeting (or at any adjournment thereof);

(c) Pressure Technologies complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission; and

(d) Admission having become effective at or before 8.00 a.m. on 6 December 2022 or such later time as Singer may agree with Pressure Technologies (not being later than 8.00 a.m. on 14 December 2022),

(all conditions to the obligations of Singer included in the Placing Agreement being together, the "Conditions").

If any of the Conditions are not fulfilled or, where permitted, waived by Singer in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as Pressure Technologies and Singer may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Singer may, in its absolute discretion and upon such conditions as it reasonably considers appropriate as it thinks fit, waive fulfilment of all or any of the Conditions in whole or in part, or extend the time provided for fulfilment of one or more Conditions, save that certain Conditions including the conditions relating to the Circular and Admission referred to, respectively, in paragraphs (a) and (d) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Singer may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Singer nor any of its affiliates nor Pressure Technologies 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 any of them 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 any of them 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 Singer.

Termination of the Placing

Singer may, in its absolute discretion, by notice to Pressure Technologies, terminate the Placing Agreement at any time up to Admission if, inter alia:

(a) there has, in the opinion (acting reasonably) of Singer, been a breach of the warranties given to it in any material respect;

   (b)        there has, in the opinion of Singer (acting reasonably), been a material adverse change;

(c) any statement contained in this Announcement, the Circular, the Placing Results Announcement or any other document or announcement issued or published by or on behalf of Pressure Technologies in connection with the Placing is or has become or has been discovered to be untrue or inaccurate or misleading in any material respect (in the opinion of Singer, acting reasonably); or

   (d)        in the reasonable opinion of Singer, there has been a force majeure event.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees with Pressure Technologies and Singer that the exercise by Pressure Technologies or Singer of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of Pressure Technologies or Singer or for agreement between Pressure Technologies and Singer (as the case may be) and that neither Pressure Technologies nor Singer need make any reference to such Placee and that none of Pressure Technologies, Singer nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against Singer, Pressure Technologies or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Singer of a contract note, electronic trade confirmation or other (oral or written) confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with Pressure Technologies and Singer (in its capacity as bookrunner and Placing agent of Pressure Technologies in respect of the Placing) that (save where Singer expressly agrees in writing to the contrary):

1. it has read and understood this Announcement in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, Pressure Technologies, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2. it has not received and will not receive a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

(a) is required under the UK Prospectus Regulation, the EU Prospectus Regulation or other applicable law; and

   (b)        has been or will be prepared in connection with the Placing;

3. the Ordinary Shares are admitted to trading on AIM, and that Pressure Technologies is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it applies in England and Wales as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR" )), which includes a description of the nature of Pressure Technologies' business and Pressure Technologies' most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of Pressure Technologies in accepting a participation in the Placing and neither Singer nor Pressure Technologies nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or Pressure Technologies or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested Singer, Pressure Technologies, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;

5. neither Singer nor any person acting on behalf of it nor any of its Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to Pressure Technologies, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

(a) the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of Pressure Technologies, the Placing Shares and the terms of the Placing based on the information in this Announcement and the Publicly Available Information;

(b) neither Singer, nor Pressure Technologies (nor any of their respective Representatives) have made any representation or warranty to it, express or implied, with respect to Pressure Technologies, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding Pressure Technologies, the Placing or the Placing Shares;

(c) it has conducted its own investigation of Pressure Technologies, the Placing (including its terms and conditions) and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

(d) it has not relied on any investigation that Singer or any person acting on its behalf may have conducted with respect to Pressure Technologies, the Placing or the Placing Shares;

7. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of Pressure Technologies and that neither Singer nor any persons acting on its behalf nor any of their respective Representatives is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to Pressure Technologies contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8. neither it nor any beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, either of them be a resident of the United States, Australia, Canada, the Republic of South Africa or Japan;

9. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, the Republic of South Africa or Japan;

10. it may be asked to disclose in writing or orally to Singer: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

   11.        it and/or each person on whose behalf it is participating:

(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

   (b)        has fully observed such laws and regulations;

(c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

12. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into the United States, Australia, Canada, the Republic of South Africa, or Japan (including electronic copies thereof), and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

13. none of Singer, Pressure Technologies nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or 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 a client of Singer and that Singer has no duties or responsibilities to it for providing the protections afforded to its clients 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 its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;

14. it will make payment to Singer for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Singer determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the Placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

15. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Pressure Technologies may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

16. no action has been or will be taken by any of Pressure Technologies, Singer or any person acting on behalf of Pressure Technologies or Singer that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

   17.        the person who it specifies for registration as holder of the Placing Shares will be: 
   (a)        the Placee; or 
   (b)        a nominee of the Placee, as the case may be,

and that Singer and Pressure Technologies will not 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 acquire Placing Shares pursuant to the Placing and agrees to indemnify Pressure Technologies and Singer in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of Singer or transferred to a CREST stock account of Singer who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

18. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

19. if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

20. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant State prior to the expiry of a period of six months from 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

21. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

22. it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Singer in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

23. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the UK MAR in respect of anything done in, from or otherwise involving the United Kingdom);

24. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired 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 the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of Singer has been given to each proposed offer or resale;

25. if in the United Kingdom, unless otherwise agreed by Singer, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ( "COBS" ) and it is acquiring Placing Shares for investment only and not with a view to resale or distribution;

26. if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about Pressure Technologies in advance of the Placing, it has not:

(a) dealt (or attempted to deal) in the securities of Pressure Technologies or cancelled or amended a dealing in the securities of Pressure Technologies;

(b) encouraged, recommended or induced another person to deal in the securities of Pressure Technologies or to cancel or amend an order concerning Pressure Technologies' securities; or

27. Singer and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of Pressure Technologies or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Singer and/or any of its affiliates acting as an investor for its or their own account(s). Neither Singer nor Pressure Technologies intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

   28.        it:

(a) has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations");

   (b)        is not a person:

(i) with whom transactions are prohibited under the US 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;

(ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(together with the Money Laundering Regulations, 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 Singer such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 Singer on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Singer may decide at its sole discretion;

29. in order to ensure compliance with the Regulations, Singer (for itself and as agent on behalf of Pressure Technologies) or Pressure Technologies' registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Singer or Pressure Technologies' registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Singer's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Singer's or Pressure Technologies' registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Singer (for itself and as agent on behalf of Pressure Technologies) or Pressure Technologies' registrars have not received evidence satisfactory to them, either Singer and/or Pressure Technologies may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

30. its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;

31. any money held in an account with Singer 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 relevant rules and regulations of the FCA 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 Singer's money in accordance with the client money rules and will be used by Singer's in the course of its business; and the Placee will rank only as a general creditor of Singer's;

32. Singer may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 6.1.12R and 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of Placing Shares and/or funds, in connection with the Placing, should it see fit;

33. neither it nor, as the case may be, its clients expect Singer to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that Singer is not acting for it or its clients, and that Singer will not be responsible for providing the protections afforded to clients of Singer or for providing advice in respect of the transactions described in this Announcement;

34. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note, the electronic trade confirmation or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Pressure Technologies' or Singer's conduct of the Placing;

35. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is 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 Pressure Technologies and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

36. it irrevocably appoints any duly authorised officer of Singer as its agent for the purpose of executing and delivering to Pressure Technologies and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Announcement;

37. Pressure Technologies, Singer and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Singer on its own behalf and on behalf of Pressure Technologies and are irrevocable;

38. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it:

(a) is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and

(b) will remain liable to Pressure Technologies and Singer for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

   39.        time is of the essence as regards its obligations under this Appendix;

40. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Singer;

41. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

42. the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuilding Process and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination or such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by Pressure Technologies or Singer 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold Pressure Technologies, Singer and each of their respective Representatives 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Singer, Pressure Technologies or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The rights and remedies of Singer and Pressure Technologies under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by Pressure Technologies. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither Pressure Technologies nor Singer shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Singer accordingly. In addition, Placees should note that they will be liable for any capital duty, 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 United Kingdom by them or any other

person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless Pressure Technologies and Singer in the event that either Pressure Technologies and/or Singer have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Singer for itself and on behalf of Pressure Technologies and are irrevocable and will survive completion of the Placing.

Singer Capital Markets Securities Limited and Singer Capital Markets Advisory LLP are each authorised and regulated by the FCA in the United Kingdom and are acting exclusively for Pressure Technologies and no one else in connection with the Bookbuilding Process and the Fundraising, and neither will be responsible to anyone (including any Placees) other than Pressure Technologies for providing the protections afforded to their clients or for providing advice in relation to the Bookbuilding Process or the Fundraising or any other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that Singer does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Singer may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with Singer, any money held in an account with Singer 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 relevant rules and regulations of the FCA made under the FSMA. Each 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 Singer's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.

The price of the Placing Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Placing Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of Pressure Technologies' website nor any website accessible by hyperlinks on Pressure Technologies' website is incorporated in, or forms part of, this Announcement.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

 
 "Act"                          the Companies Act 2006 (as amended); 
 "AIM"                          the market of that name operated by 
                                 London Stock Exchange plc; 
 "Board" or "Directors"         the board of directors of the Company 
                                 for the time being; 
 "Bookbuild" or "Bookbuilding   the accelerated bookbuild process carried 
  Process"                       out by Singer on behalf of the Company 
                                 pursuant to the Placing; 
 "certificated" or "in          the description of a share or other 
  certificated form"             security which is not in uncertificated 
                                 form (that is not in CREST); 
 "CREST"                        the relevant system (as defined in the 
                                 CREST Regulations) in respect of which 
                                 Euroclear is the Operator (as defined 
                                 in the CREST Regulations); 
 "CREST Regulations"            the Uncertificated Securities Regulations 
                                 2001; 
 "EU"                           the European Union; 
 "Euroclear"                    Euroclear UK & International Limited; 
 "Existing Ordinary Shares"     the 31,067,163 existing Ordinary Shares 
                                 in the capital of the Company; 
 "Form of Proxy"                the form of proxy accompanying the Circular 
                                 relating to the General Meeting; 
 "Fundraising"                  together, the Placing and the Retail 
                                 Offer; 
 "General Meeting"              the general meeting of the Company's 
                                 shareholders to be held at 11:00 a.m. 
                                 on 2 December 2022 at the offices of 
                                 Singer Capital Markets at 1 Bartholomew 
                                 Lane, London, EC2N 2AX ; 
 "Group"                        the Company and its Subsidiaries (as 
                                 defined in the Act); 
 "Issue Price"                  30 pence per Placing Share; 
 "New Ordinary Shares"          together, the Placing Shares and the 
                                 Retail Shares; 
 "Ordinary Shares"              the ordinary shares of 5 pence each 
                                 in the capital of the Company; 
 "Placing"                      the conditional placing of the Placing 
                                 Shares at the Issue Price pursuant to 
                                 the Placing Agreement; 
 "Placing Agreement"            the agreement dated 15 November 2022 
                                 between the Company and Singer Capital 
                                 Markets Securities Limited relating 
                                 to the Placing; 
 "Placing Shares"               the new Ordinary Shares to be issued 
                                 by the Company pursuant to the Placing; 
 "Regulatory Information        has the meaning given in the AIM Rules; 
  Service" 
 "REX"                          the retail capital markets platform 
                                 operated by Peel Hunt LLP; 
 "Retail Offer"                 the offer made by the Company of Ordinary 
                                 Shares to existing retail Shareholders 
                                 via the REX portal; 
 "Retail Shares"                the new Ordinary Shares to be issued 
                                 by the Company pursuant to the Retail 
                                 Offer; 
 "Shareholders"                 holders of Ordinary Shares; 
 "Singer" or "Singer            Singer Capital Markets Advisory LLP, 
  Capital Markets"               acting as nominated adviser and Singer 
                                 Capital Markets Securities Limited, 
                                 acting as bookrunner and broker to the 
                                 Company (as the context requires) for 
                                 the purposes of the AIM Rules, and where 
                                 the context allows, its affiliates Singer 
                                 Capital Markets Limited; 
 "uncertificated"               recorded on a register of securities 
                                 maintained by Euroclear in accordance 
                                 with the CREST Regulations as being 
                                 in uncertificated form in CREST and 
                                 title to which, by virtue of the CREST 
                                 Regulations, may be transferred by means 
                                 of CREST; 
  "United Kingdom"              the United Kingdom of Great Britain 
                                 and Northern Ireland; 
 "US" or "United States"        the United States of America, its territories 
                                 and possessions, any state of the United 
                                 States of America and the District of 
                                 Columbia.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

IOEFFFIILALSLIF

(END) Dow Jones Newswires

November 15, 2022 02:00 ET (07:00 GMT)

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