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Contract analysis / sc-corporate-validity-opinion.docx
sc-corporate-validity-opinion.docx
High · 3
Medium · 1
Standard · 0
I. DOCUMENTS EXAMINED AND RELIANCES
I. DOCUMENTS EXAMINED AND RELIANCES A. Documents Reviewed In connection with the preparation and delivery of this Opinion, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
1. The Agreement, executed at 4:15 PM Eastern Time on March 12, 2026, by and among the Un
1. The Agreement, executed at 4:15 PM Eastern Time on March 12, 2026, by and among the Underwriter, the Selling Shareholder, and the Company, together with all schedules, exhibits, and annexes thereto;
2. The Registration Statement on Form F-3 (File No. 333-278415) filed with the SEC on Aug
2. The Registration Statement on Form F-3 (File No. 333-278415) filed with the SEC on August 29, 2025 and declared effective on September 22, 2025, including all exhibits thereto and all documents incorporated by reference therein as of the date hereof;
3. The Base Prospectus forming part of the Registration Statement;
3. The Base Prospectus forming part of the Registration Statement;
4. The Prospectus Supplement dated March 12, 2026, filed with the SEC pursuant to Rule 42
4. The Prospectus Supplement dated March 12, 2026, filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act on March 13, 2026;
5. The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025,
5. The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, including all exhibits thereto and all documents incorporated by reference therein (the "Annual Report");
6. The Registration Rights Agreement, dated as of June 14, 2021, by and among the Company
6. The Registration Rights Agreement, dated as of June 14, 2021, by and among the Company, the Selling Shareholder, and the other parties named therein (the "Registration Rights Agreement"), pursuant to which the Company agreed, among other things, to certain registration obligations with respect to the ordinary shares held by the Selling Shareholder and the other holders party thereto;
7. The Certificate of Incorporation (being the certificate of incorporation on change of
7. The Certificate of Incorporation (being the certificate of incorporation on change of name dated September 3, 2018) and the Articles of Association of the Company, as currently in effect, each as certified by the Company Secretary on March 15, 2026 (collectively, the "Constitutional Documents");
8. A Certificate of Registration of the Company issued by Companies House (Companies Hous
8. A Certificate of Registration of the Company issued by Companies House (Companies House No. 10458329), dated March 14, 2026, confirming the continued registration of the Company;
9. The Officer's Certificate dated March 16, 2026 (the "Officer's Certificate"), executed
9. The Officer's Certificate dated March 16, 2026 (the "Officer's Certificate"), executed by Marcus Halford, Chief Executive Officer, and Elena Marchetti, Chief Financial Officer, of the Company, certifying as to certain factual matters relevant to this Opinion, including, without limitation, the accuracy and completeness of the Constitutional Documents, the continued good standing of the Company, the absence of any
10. Resolutions of the Board of Directors of the Company, adopted at a duly convened meet
10. Resolutions of the Board of Directors of the Company, adopted at a duly convened meeting held on March 10, 2026, and certified by the Company Secretary on March 15, 2026, authorizing the execution, delivery, and performance of the Agreement and the Issuer's cooperation obligations in connection with the offering of the Shares by the Selling Shareholder (the "Board Resolutions");
11. The Lock-Up Agreement, dated March 12, 2026, executed by the Selling Shareholder in f
11. The Lock-Up Agreement, dated March 12, 2026, executed by the Selling Shareholder in favor of the Underwriter, pursuant to which the Selling Shareholder has agreed, subject to the exceptions set forth therein, not to sell, transfer, or otherwise dispose of any ordinary shares of the Company for a period of ninety (90) days following the date of the Prospectus Supplement (the "Lock-Up Agreement"); and
12. Such other documents, records, certificates, instruments, and matters of law as we ha
High
⚑ Non-compete / exclusivity restraint
12. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering this Opinion. The documents listed in clauses (1) through (12) above, together with all certificates, instruments, and other materials reviewed in connection herewith, are collectively referred to herein as the "Reviewed Documents." B. Factual Certificates and Reliances
II. OPINIONS
High
⚑ Non-compete / exclusivity restraint
II. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications, assumptions, and limitations set forth in Section III below, we are of the opinion that: Opinion 1: Due Incorporation and Valid Existence The Company is duly incorporated and validly existing as a public limited company under the laws of England and Wales. In rendering this opinion, we have relied exclusively upon the rec
III. QUALIFICATIONS, ASSUMPTIONS, AND LIMITATIONS
High
⚑ Penalty / liquidated damages
III. QUALIFICATIONS, ASSUMPTIONS, AND LIMITATIONS The opinions expressed in Section II above are subject to the following qualifications, assumptions, and limitations: A. Enforceability Qualifications The opinion set forth in Opinion 4 above regarding the enforceability of the Agreement is subject to the following qualifications: (i) The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, liqu
IV. USE AND RELIANCE
Medium
⚑ Liability cap to check against exposure
IV. USE AND RELIANCE This Opinion is furnished to Meridian Zanthor & Co. solely in its capacity as Underwriter under the Agreement in connection with the offering and sale of the Shares contemplated thereby. This Opinion is rendered solely for the benefit of the Underwriter and may not be relied upon, quoted, cited, or referred to by any other person, firm, corporation, or entity, or for any other purpose, without ou