Amcomri Group plc

("Amcomri", the "Company" or the "Group")

Grant of LTIP Options

Amcomri Group plc (AIM: AMCO), the 'Buy, Improve, Build' UK focused, specialist engineering services and industrial manufacturing group, announces that it has today granted nominal cost options over an aggregate of 542,983 Ordinary Shares under the Amcomri Long Term Incentive Plan 2024 ("LTIP") established by the Remuneration Committee to motivate, retain and incentivise high calibre executives, and align the interests of executives with shareholders in order to successfully grow shareholder value ("2026 LTIP Options"). Any vesting of the 2026 LTIP Options is subject to the achievement of Adjusted EBITDA and Total Shareholder Return performance targets over a three-year performance period to 31 December 2028 and to continued employment, under the terms of the LTIP.

The 2026 LTIP Options have been granted by the Remuneration Committee to the Executive Directors and certain PDMR's as follows:

The notifications below are made in accordance with the requirements of the UK Market Abuse Regulation.

In addition, 88,724 2026 LTIP Options have been granted to other members of senior management of the Group under the same performance criteria.

Application of the Takeover Code to awards of 2026 LTIP Options to persons acting in concert

Certain shareholders in the Company prior to its admission to AIM are presumed to be acting in concert for the purposes of the Takeover Code (as defined in the Company's admission document dated 16 December 2024 (the "Concert Party")).  Prior to the grant of the 2026 LTIP Options, collectively the Concert Party was interested in 71.46% of the Ordinary Shares in issue. Assuming the exercise of all existing share options and the 2026 LTIP Options, the aggregate maximum percentage of the Concert Party in Ordinary Shares following the grant of the 2026 LTIP Options today is 71.32%.

Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares ("Rule 9 Offer").

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, a Rule 9 Offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person. A Rule 9 Offer must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

While the Concert Party controls over 50% of the total voting rights, the exercise of Share Options by the Concert Party will not trigger a requirement to make a Rule 9 Offer.  However, it is possible that over the ten year life of the Share Options the Concert Party's collective percentage shareholding could decrease to below 50%; for example, as a result of share sales by members of the Concert Party and/or as a result of a new Ordinary Shares being issued.  In these circumstances the exercise of Share Options could trigger a Rule 9 Offer, unless consented to by the Takeover Panel.  The Takeover Panel has been consulted  and has confirmed that, provided this disclosure is repeated at the time the Concert Party is diluted to a percentage shareholding below 50%, it will not require a Rule 9 Offer to be made as a result of the exercise of the Share Options.

Grant of 2026 LTIP Options to members of the Concert Party

The interests of the Concert Party members who were granted 2026 LTIP Options are shown in the table below.  The maximum percentage has been calculated on the basis that only the options granted to members of the Concert Party are exercised.

Full details of the Concert Party's composition are set out on pages 41 and 42 of the Company's Admission Document which is available at https://amcomrigroup.com/investor-relations/aim-rule-26.

Enquiries:

To find out more, please visit: www.amcomrigroup.com

Notes to Editors:

Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating and enhancing specialist engineering services and industrial manufacturing businesses that provide technical services to major UK infrastructure, transportation and energy companies and bespoke mission-critical services to a diverse range of sectors and markets.

The Group currently operates through the following two divisions:

·      Embedded Engineering Division: provides specialist technical and engineering services for major industrial, infrastructure and transportation clients, typically with complex technical needs and undertaken in operating environments where safety and compliance performance are critical requirements. The division predominantly provides engineering services and support for their clients' capital intensive, mission-critical assets such as high voltage electrical transmission systems, petrochemical and continuous process operations, and large power generation plants.

·      B2B Manufacturing Division: focuses on selective niche B2B markets or businesses, where the Group has identified an opportunity to achieve enhanced financial performance by leveraging an initially strong competitive market position combined with the Group's business improvement capabilities.

The Group operates across a diverse range of sectors and markets, including industrial, infrastructure and mass transportation. The Group deploys a structured 'Buy, Improve, Build' strategy with a track record of value enhancing acquisitions in the industrial environment. It has a particular focus on leveraging the Group's experience and track record in relation to acquisitions arising from owner manager 'retirement' situations, where there are no, or limited, alternative plans for succession to sustain the enterprise value present within the target business.

The Group has been created through a series of 19 successful acquisitions, comprising the acquisition of 14 operating companies and 5 bolt-on asset/business purchases, each of which has been integrated into the Group (includes GridCore conditional acquisition of the business and assets of the National Compliance and Testing division of the Infrastructure Solutions business of Enerveo Limited expected to complete by 31 May 2026). Post acquisition, the Group has a strong focus on facilitating and supporting its operating companies with organic growth initiatives, and the Group's businesses are well placed to take advantage of generally positive conditions in their respective niche end markets.

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