Takeover Offers

WorthingBN99 6DA50.821261-0.379528COMPANIES ACT 2006Companies Act 20062019-12-092019-12-132019-12-30TSO (The Stationery Office), customer.services@thegazette.co.uk344934262856

TAKEOVER OFFERS

NOTICE OF A RECOMMENDED OFFER BY OPEN ORPHAN PLC FOR HVIVO PLC PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006

Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that: (a) by means of a formal offer document dated and published on 9 December 2019 (the "Offer Document") and by means of this advertisement, Open Orphan plc ("Open Orphan") is making a recommended offer (the "Offer") for the entire issued share capital of hVIVO plc ("hVIVO") on the date of the Offer and any further hVIVO Shares unconditionally allotted or issued and fully paid pursuant to the hVIVO LTIP before the date on which the Offer closes or such earlier date as Open Orphan may, subject to the Code, decide; and (b) copies of the Offer Document containing the Offer and the Form of Acceptance are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on https://www.openorphan.com/ and https://hvivo.com/. Terms defined in the Offer Document have the same meaning in this advertisement.

The Offer

Open Orphan will acquire the hVIVO Shares fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights of any nature whatsoever, and together with all rights on or after 9 December 2019 attaching or accruing to them, including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid in respect of the hVIVO Shares on or after 9 December 2019. Holders of hVIVO Shares who accept the Offer will receive 2.47 new Open Orphan Shares for every one hVIVO Share. The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in relation to hVIVO Shares held in certificated form, the related Form of Acceptance. hVIVO Shareholders who accept the Offer may rely only on the Offer Document and the Form of Acceptance for all the terms and conditions of the Offer. The Offer is, by means of this advertisement, extended to all persons to whom the Offer Document may not be despatched, who hold, or who are entitled to have allotted or issued to them pursuant to the hVIVO LTIP, hVIVO Shares. Such persons are informed that copies of the Offer Document are available for collection (during normal business hours) by contacting Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing BN99 6DA or by telephoning 0371 384 2050 (from within the UK) or +44 121 415 0259 (from outside the UK).

The Offer, which has been made by means of the Offer Document and this advertisement, will initially be open for acceptance until 1.00 pm (London time) on 30 December 2019 or such later time(s) and/or date(s) as Open Orphan, subject to the rules of The City Code on Takeovers and Mergers (the "Code"), may decide. Any extensions of the Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Offer was due to expire.

Unless otherwise determined by Open Orphan and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a "Restricted Jurisdiction") and the Offer should not be accepted by any means, instrumentality or facility from such jurisdictions. Accordingly, the Offer Document, the Form of Acceptance, this advertisement and any related offering documents are not being and must not be, directly or indirectly, mailed or otherwise distributed in, into or from any Restricted Jurisdiction. Persons who have received such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into or from such jurisdictions or use such mails or any such means, instrumentality or facility for any purpose directly or indirectly in connection with this Offer and doing so will render invalid any relevant purported acceptance of the Offer.

The Offer Document has been prepared for the purposes of complying with English law and the Code, and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

hVIVO Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction.

Arden Partners plc, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to Open Orphan and no-one else in connection with the Offer and will not be responsible to anyone other than Open Orphan for providing the protections afforded to clients of Open Orphan, nor for providing advice in relation to the Offer.

The Open Orphan Directors accept responsibility for the information contained in this advertisement. To the best of the knowledge and belief of the Directors of Open Orphan (who have taken all reasonable care to ensure that such is the case), the information contained in this advertisement is in accordance with the facts and does not omit anything.