Retroscreen Virology Group PLC Conditional -9-

or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Numis in the event that any of the Company and/or Numis has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Numis accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Numis or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Numis, any money held in an account with Numis on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the 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 Numis' money in accordance with the client money rules and will be used by Numis in the course of its own business and the Placee will rank only as a general creditor of Numis.

All times and dates in this Announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

Definitions

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

   "Act"                                         the Companies Act 2006, as amended

"Admission" admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules

"AIM" the market of that name operated by the London Stock Exchange

   "AIM Rules"                              the AIM Rules for Companies, which sets out the rules and

responsibilities for companies listed on AIM, as amended from time to time

   "Announcement"                     this announcement (including the appendix to this announcement) 
   "Board" or "Directors"               the board of directors of the Company from time to time

"Circular" the circular of the Company dated 14 August 2014 giving (amongst other things) details of the Placing and incorporating the Notice of General Meeting

   "Company" or "Retroscreen"    Retroscreen Virology Group plc, a public limited company

incorporated in England & Wales under registered number 08008725

"CREST" the relevant system (as defined in the Uncertificated Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Uncertificated Regulations)

"Existing Ordinary Shares" the 54,723,821 Ordinary Shares in issue at the date of this document

all of which are admitted to trading on AIM

   "FCA"                                       the Financial Conduct Authority of the United Kingdom 
   "FDA"                                       the US Food and Drug Administration 
   "FSMA"                                    the Financial Services and Markets Act 2000 (as amended) 
   "General Meeting"                   the general meeting of the Company to be held at 10.00 a.m. on

1 September 2014, notice of which is set out in the Circular

"Group" the Company, its subsidiaries and subsidiary undertakings

"Invesco" Invesco Asset Management Limited, together with Invesco Perpetual High Income Fund and Invesco Perpetual Income Fund

   "London Stock Exchange"       London Stock Exchange plc 
   "New Ordinary Shares"        12,923,077 new Ordinary Shares which are to be conditionally placed

for cash with investors in accordance with the terms of the Placing

Agreement and whose allotment and issue is conditional, inter alia, on the passing of the Resolutions

   "Notice of General Meeting"    the notice of General Meeting, set out at the end of the Circular

"Numis" Numis Securities Limited, a private limited company incorporated in

England & Wales under registered number 2285918 and having its registered office at 10 Paternoster Square, London EC4M 7LT

   "Ordinary Shares"                    ordinary shares of 5 pence each in the capital of the Company

"Placee" any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given

"Placing" the proposed conditional, non-pre-emptive placing by Numis of the New Ordinary Shares (on behalf of the Company) at the Placing Price

"Placing Agreement" the conditional agreement dated 14 August 2014 relating to the Placing in respect of the New Ordinary Shares, between the Company and Numis

   "Placing Price"                        260 pence per New Ordinary Share

"Resolutions" the resolutions to be proposed at the General Meeting as set out in

the Notice of General Meeting

"Shareholders" the holders of Ordinary Shares from time to time, each individually a

"Shareholder"

"Uncertificated Regulations" the UK Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as

amended

   "UK" or "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 and the District of Colombia

All references in this document to "GBP", "pence" or "p" are to the lawful currency of the United Kingdom, all references to "US$" or "$" are to the lawful currency of the United States.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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