FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE IN BREACH OF APPLICABLE LAWS OF THAT JURISDICTION

This announcement is an advertisement and not a prospectus and not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction including in or into the United States, Australia, Canada or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission of its ordinary shares (the "Ordinary Shares") to the equity shares (shell companies) category of the Official List of the Financial Conduct Authority (the "FCA") and all of the warrants of the Company (the "Warrants") to be admitted to the warrants, options and other miscellaneous securities category of the Official List and to the London Stock Exchange plc (the "London Stock Exchange") for such Ordinary Shares and Warrants to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). Copies of the Prospectus will, following publication, be available from the Company's registered office at Rodus Building, P.O. Box 3093, Road Town, Tortola, VG1110, British Virgin Islands, during usual business hours on any day (except Saturdays, Sundays and public holidays) and on the Company's website at www.mayfloweracquisitionlimited.com subject to certain access restrictions.

Initial Public Offering ("IPO") of Mayflower Acquisition Limited

5 December 2025

Mayflower Acquisition Limited ("Mayflower" or the "Company"), a British Virgin Islands company founded by Noam Gottesman, Sir Jeremy Isaacs, CBE and Roger Nagioff (the "Founders"), is pleased to announce the results of its successful IPO by way of a placing of Ordinary Shares with Warrants being issued to subscribers of Ordinary Shares in the IPO on the basis of one Warrant per Ordinary Share (the "Matching Warrants") (the "Placing").

Mayflower has raised gross proceeds of $500,000,000, consisting of $494,750,000 through the placing of Ordinary Shares (with Matching Warrants) at a placing price of $10.00 per Ordinary Share and a further $5,250,000 through the subscription of Founder Preferred Shares (with Warrants being issued on the basis of one Warrant per Founder Preferred Share), subject to Admission.  A total commitment of $75,000,000 (including $5,250,000 through the subscription of the Founder Preferred Shares) is being made by the Founder Investors[1] and certain affiliates and related parties of Mr. Gottesman.  Each Warrant entitles the holder to one quarter of an Ordinary Share and Warrants will be exercisable in multiples of four Warrants at a price of $11.50 per whole Ordinary Share.

This Offering will enable the Company to pursue its objective of acquiring a target company or business (the "Acquisition"). There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and/or working capital in relation to the acquired company or business. The Company's efforts in identifying a prospective target company or business will not be limited to a particular industry or geographic region.

Conditional dealings are expected to commence at 8.00 a.m. today under the ticker symbol "MAY" in respect of the Ordinary Shares. It is expected that admission to the equity shares (shell companies) category of Official List of the FCA will become effective and unconditional dealings in the Ordinary Shares and the Warrants (under the ticker symbol "MAYW"), on the London Stock Exchange's main market for listed securities will commence at 8.00 a.m. on 10 December 2025.

Jefferies International Limited ("Jefferies") is acting as sponsor, sole global co-ordinator, sole bookrunner and placing agent (the "Placing Agent").

For further information please contact:

Notes to editors on Mayflower:

Mayflower is a British Virgin Islands company founded by Noam Gottesman, Sir Jeremy Isaacs, CBE and Roger Nagioff (the "Founders"). The Company has been formed to undertake an acquisition of a target company or business (the "Acquisition"). There is no specific expected target value for the Acquisition and the Company expects that funds not used for the Acquisition, if any, will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and/or working capital in relation to the acquired company or business.  The Company's efforts in identifying a prospective target company or business will not be limited to a particular industry or geographic region. 

The Company's acquisition strategy will leverage what the Directors believe are the competitive strengths of the Board and the Founders, including:

•               Strong deal sourcing and execution capabilities;

•               history of value creation through successful investing;

•               disciplined capital allocators with exceptional M&A track record;

•               deep expertise across multiple sectors; and

•               strong corporate governance and strategic oversight.

Consistent with the Company's strategy, the Directors have identified the following criteria and guidelines that they believe are important in evaluating potential acquisition opportunities. The Company will generally use these criteria and guidelines in evaluating acquisition opportunities, but the Company may decide to complete an Acquisition that does not meet these criteria and guidelines. The Company intends to target companies or businesses that:

•               have a strong competitive industry position with a defensible moat;

•               are established with a track record of success;

•               have a diversified customer base, revenue quality and strong underlying free cash flow characteristics;

•               have an attractive growth profile;

•               have potential for scale;

•               have an experienced management team; and

•               are ready for public market life

The Directors believe that the current dislocation of public and private capital markets will create attractive acquisition opportunities that positions the Company as a compelling partner for potential target companies or businesses.  In particular, the Directors believe that:

•               the Company provides an opportunity to unlock stalled exits across a closely-held company universe, including long-held private equity assets with limited options offering broad liquidity for sellers, large family-owned businesses with no clear exit path due to a lack of strategic buyers or governance considerations, and non-technology led venture capital backed companies that cannot access the tech-driven IPO market but may be too mature for further VC funding;

•               the current liquidity environment in venture capital and private equity markets creates pressured sellers providing the Company with an opportunity to capitalise on market inefficiencies, with fundraising declining, limited partners seeking liquidity from older fund vintages, and general partners under pressure to exit aging assets;

•               the IPO market remains subdued, creating monetisation challenges for sellers of scaled assets,  especially for those companies operating outside of the technology and healthcare sectors which have been favoured by recent listings;

•               the Company's substantial and committed capital base offers a strong alternative with greater certainty of execution for potential acquisition targets;

•               the Company offers the opportunity for potential acquisition targets to collaborate with seasoned investors and operators with significant public market experience; and

•               the Founders have a demonstrated history of successful investments driven by a disciplined acquisition approach focused on long term value creation.

A total commitment of $75,000,000 is being made by the Founder Investors and certain affiliates and related parties of Mr. Gottesman. The Founder Investors will, in aggregate, subscribe for 4,725,000 Ordinary Shares (with Matching Warrants) at the placing price of $10.00 per Ordinary Share and have also committed $5,250,000 of capital for 500,000 Founder Preferred Shares (with Warrants being issued on the basis of one Warrant per Founder Preferred Share). The balance of the commitment of $22,500,000 will be subscribed for 2,250,000 New Ordinary Shares (with Matching Warrants) by Mr Gottesman's affiliates and related parties other than TOMS Acquisition VI LLC.

The Directors believe that the Founders' track records, both individually and together, demonstrate their respective abilities to source, structure and complete acquisitions, create and return value to investors and introduce and complete operational improvements to companies. The Founders have a working relationship of over three decades and have worked, directly or indirectly through funds managed or advised by them, TOMS Capital or JRJ Group, in partnership on a number of investments, including listed acquisition vehicles and certain portfolio companies.

The directors of the Company (the "Directors"), all of whom are non-executive, are:

•               Robert Shafir (Chairman - Independent);

•               Noam Gottesman;

•               Sir Jeremy Isaacs, CBE;

•               Roger Nagioff;

•               Alejandro San Miguel;

•               Calvert Cheston (Gunner) Burkhart (Independent);

•               Jared Carney (Independent)

•               Lord Stanley Fink (Independent)

Mr. Gottesman, Sir Jeremy, Mr. Nagioff and Mr. San Miguel are not considered by the Board to be independent directors for the purposes of the UK Corporate Governance Code.  The Board considers Mr. Burkhart, Mr. Carney and Lord Fink and, on appointment (as recommended by the UK Corporate Governance Code), Mr. Shafir, the Chairman, to be independent in character and judgment and free from relationships or circumstances which are likely to impair or could appear to impair, their judgment.

In the event that an Acquisition has not been announced or completed by the date which is 24 months from the date of Admission (the "Acquisition Deadline"), the Board will recommend to Shareholders either that the Company be wound up or that the Company continue to pursue an Acquisition for a further 12 months from the Acquisition Deadline (the "Extended Acquisition Deadline").  The Board's recommendation will then be put to a Shareholder vote (from which the Directors, including the Founder Directors, and the other Founder Investors will abstain).  If an Acquisition has been entered into and announced prior to, but not completed by, the Acquisition Deadline or the Extended Acquisition Deadline, as applicable, the Company will have a further six months from the end of the relevant deadline to complete such Acquisition.  If the Acquisition is not completed by the end of such an extended period, the Board will recommend to Shareholders that the Company be wound up.  In such circumstances, there can be no assurance as to the particular amount or value of the remaining assets at such future time of any such distribution either as a result of costs from an unsuccessful acquisition or from other factors, including disputes or legal claims which the Company is required to pay out, the cost of the liquidation and dissolution process, applicable tax liabilities or amounts due to third party creditors.  Upon distribution of assets on a liquidation, such costs and expenses will result in Investors receiving less than the initial subscription price of $10.00 per Ordinary Share and Investors who acquired Ordinary Shares after Admission potentially receiving less than they invested.

Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to the Acquisition.  The Acquisition will be subject to approval by a majority of the Board, including a majority of those Directors of the Board from time to time considered by the Board to be independent, together with the Chairman provided such person was considered by the Board to be independent on appointment.

Important Notices

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Australia, Canada or Japan. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act, under the securities legislation of any state or territory or jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan.

The Ordinary Shares and the Warrants are being offered outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S under the Securities Act. The Ordinary Shares and the Warrants are being offered within the United States only to certain "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act or to persons reasonably believed to be qualified institutional buyers, in reliance on Rule 144A under the Securities Act or another exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offering of the Ordinary Shares and the Warrants in the United States.

This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be issued in due course by the Company in connection with the admission of the Ordinary Shares and the Warrants to the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office and its website www.mayfloweracquisitionlimited.com. In the event of any discrepancy between this announcement and the Prospectus in its final form, the Prospectus will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.

In the European Economic Area, this announcement and the Placing are and will be only addressed to, and directed at, persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129. In the United Kingdom, this announcement and the Placing are and will be only addressed to, and directed at "qualified investors" within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended) who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); and/or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; and/or (iii) other persons to whom it may lawfully be communicated. Under no circumstances should persons of any other description rely or act upon the contents of this announcement.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission. Securities to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested.

Persons considering an investment in such securities should consult an authorised person specialising in advising on such securities. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance is not a guide to future performance.

The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Jefferies International Limited is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom. Jefferies International Limited (the "Placing Agent") is acting exclusively for Mayflower and no one else in connection with the Placing and Admission and will not be responsible or liable to anyone other than Mayflower for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission and or any transaction, arrangements or other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Placing Agent, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, the Placing Agent, and its affiliates accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification. The Placing Agent and its affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.

Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the intentions, beliefs or current expectations of the Company, the Directors or the Founders concerning, among other things, the Company's objective, acquisition strategies or opportunities, financing, financial condition, capital resources, prospects and capital appreciation of the Ordinary Shares or the Warrants are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Forward-looking statements are not guarantees of future performance. The Company's actual performance, financial condition and the development of its acquisition and financing strategies may differ materially from the forward-looking statements contained in this announcement. In addition, even if the Company's actual performance, financial condition and the development of its acquisition and financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in delict, tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares and the Warrants have been subject to a product approval process, which has determined that: (a) the target market is eligible counterparties and professional clients, each as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b) all channels for distribution to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment").

Any person subsequently offering, selling or recommending the Ordinary Shares and Warrants (a "Distributor") should take into consideration the manufacturers' relevant UK Target Market Assessment; however, a Distributor subject to the UK Product Governance Requirements is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and the Warrants (by either adopting or refining the manufacturers' UK Target Market Assessment) and determining appropriate distribution channels.

Notwithstanding the UK Target Market Assessment, Distributors should note that: the price of the Ordinary Shares and Warrants may decline and investors could lose all or part of their investment; the Ordinary Shares and Warrants offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares and/or the Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Placing Agent will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares or Warrants.

Each Distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and Warrants and determining appropriate distribution channels.