Insider Declaration

As part of day-to-day business, Shard Capital Stockbrokers (“Shard Capital”) are made aware of trading opportunities including companies whose securities are traded on publicly listed markets preparing to undertake fundraisings, and companies looking to list. Shard Capital is made aware of these situations prior to them being formally announced to the market.

Shard Capital may occasionally make you aware of such opportunities. However, to do this, you need to become an “insider”. An insider is someone who has inside information about a company that is deemed price sensitive non-publicly available information. Should you, among other matters, disclose inside information to a third party or act on that information by dealing in the investment or encourage another person to deal in that investment, then you open yourself to both criminal and civil sanctions as described in the warning below.

Should you not wish to be made an insider, please contact us and we will ensure that you are not made inside.

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Please read the "Warning and Understanding" to confirm that you are happy to be made inside, if appropriate, and reply to this email with your confirmation at your earliest convenience.

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Warning and Understanding

I hereby acknowledge and agree that some or all of the information that Shard Capital, its officers, employees, consultants, partners or agents disclose to me concerning securities may be inside information as defined by the Criminal Justice Act 1993 (CJA) and the UK Market Abuse Regulation (MAR) and I will not deal in securities that are price-affected securities (including the company’s securities), encourage another person to deal in securities that are price affected securities or disclose inside information other than as permitted until such information is made public.

I understand that breach of such provisions is a criminal offence punishable by up to seven years imprisonment.

Accordingly, I hereby agree to be placed on Shard Capital LLP’s insider list in respect of such relevant company’s securities.

Inside information refers to any information that has not been made available to the public and, if known, could significantly impact the value of a financial instrument. Trading based on inside information is not only unethical but is also illegal and can lead to severe legal consequences. A person who uses insider information to place trades, or advises a third party to place trades based on the information, can be found guilty of insider trading.

The following are examples of behaviour that may amount to insider dealing under the Market Abuse Regulation, but are not intended to form an exhaustive list:

• front running/pre-positioning - that is, a transaction for a person's own benefit, on the basis of and ahead of an order (including an order relating to a bid) which he is to carry out with or for another (in respect of which information concerning the order is inside information), which takes advantage of the anticipated impact of the order on the market or auction clearing price;
• in the context of a takeover, an offeror or potential offeror entering into a transaction in a financial instrument , usinginside information concerning the proposed bid, that provides merely an economic exposure to movements in the price of the target company's shares (for example, a spread bet on the target company's share price); and
• in the context of a takeover, a person who acts for the offeror or potential offeror dealing for his own benefit in a financial instrument using information concerning the proposed bid.

More details related to Market Abuse and Inside trading can be found here.

I further agree that Shard Capital may make me an insider when seeking to raise money for companies and in such circumstances, I am aware of my responsibilities under law and under the Code of Market Conduct. I am also aware of the penalties I may suffer should I disclose or deal in relevant price affected securities or engage in market abuse.