ANNOUNCEMENT OF THE SATISFACTION OF THE TRANSACTION EFFECTIVENESS CONDITIONS

SW (FINANCE) I PLC

Released 31 October 2025

SW (Finance) I PLC

31 October 2025

On 10 October 2025, SWS Holdings Limited (the "Scheme Company") announced in connection with the proposed scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") between the Scheme Company and each creditor under the Scheme (the "Scheme Creditors"), the occurrence of the Scheme Effective Date, following the delivery of an office copy of the sealed Sanction Order to the Registrar of Companies for registration of the Scheme.

Pursuant to the Scheme, the Scheme CTA Amendment Agreement was entered into by the Scheme Company, SWS and the Security Trustee on 13 October 2025.

Notice is hereby given of the satisfaction of each of the Transaction Effectiveness Conditions, pursuant to which SWS can confirm that it has submitted the First OpCo Funding Request to the Sponsor Entity in connection with the contribution of the Initial Equity Injection.

As a result, the Initial Equity Injection will be made available and contributed in full in the amount of £505,000,000 to SWS in accordance with the terms of the Equity Commitment Letter and in accordance with the First OpCo Funding Request by 28 November 2025, upon which the Transaction Effective Date will automatically occur.

The Scheme forms part of the group's broader recapitalisation to, amongst other things, receive equity support led by funds managed by Macquarie Asset Management to help fund its 2025-30 investment programme. This comprises a legally binding equity commitment of £655 million, provided on the terms of an equity commitment letter, and a confirmation of intent to provide further equity commitments of up to an additional £545 million, with a minimum of £245 million, by December 2025.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Scheme.

For further information, please contact Stuart Ledger (Group CFO) at:

Address:          Southern House, Yeoman Road, Worthing, BN13 3NX, United Kingdom

Tel:                  01903 272 611

Email:              [email protected]

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