1 December 2025

Northamber PLC

("Northamber" or the "Company")

Acquisition of the Nuvias UC UK Hardware Business

Northamber (AIM:NAR), a leading distributor of AV and UC&C solutions, is pleased to announce that it has acquired Nuvias UC's UK Hardware Business ("NUC Business"), NUC Distribution Ltd ("NUC") pursuant to a share purchase agreement (the "SPA") following a hive down from Nuvias UC (the "Seller") of the NUC Business.  The SPA [exchanged and completed yesterday] between Northamber and the Seller (the "Acquisition").

NUC is one of the leading providers of specialist Unified Communications ("UC") equipment in the UK.

The total consideration for the Acquisition is up to £7.1 million in cash (the "Purchase Price").

Acquisition highlights

The Acquisition is an important step in Northamber's strategy to build a leading value-added, scaled presence across AV, UC and smart-workspace technology.

The Board believes the Acquisition will:

·      Strengthen Northamber's position as one of the UK's most complete collaboration & AV technology distributors.

·     Provide greater depth across Microsoft Teams Rooms, Zoom Rooms, enterprise voice and specialist collaboration  devices.

·    Enhance the Company's technical capability, particularly in solution design, provisioning, configuration and UC   deployment support.

·      Broaden customer reach and improve support for partners across multiple UK segments.

·   Respond to ongoing market consolidation where vendors increasingly prioritise specialist partners with scale,  technical depth and service capability.

The Acquisition follows Northamber's purchase of Tempura Communications in April 2024 and purchase of Epatra in February 2025, and further accelerates the Company's multi-year strategy of expanding its AV and UC portfolio through organic investment and targeted acquisitions.

Acquisition terms

Total consideration of up to a maximum of £7.1 million, comprises an amount of up to £1.7 million and a further amount of up to £5.4 million in respect of the stock owned by NUC on completion that is subject to an adjustment following a stock check process.

In addition to the adjustments following the stock check, the Purchase Price may be reduced following completion in accordance with certain post-completion price adjustments dependant on the performance of the business against certain benchmarks set out in the SPA in the two year period following completion.

The Purchase Price in respect of certain agreed stock lines that are sold by NUC between completion of the Acquisition and 31 December 2025 will become due on the later of 1 February 2026 and such time as the parties have established, in accordance with an agreed mechanism set out in the SPA, the amount of such agreed stock lines that have been sold in that period.

The balance of the Purchase Price is deferred until 15 July 2026 and the outstanding amount will be paid in agreed instalments between that date with the last instalment being paid on the later of such time as the parties have established, in accordance with an agreed mechanism set out in the SPA, the amount of the final purchase price adjustment and 15 January 2028.

The SPA contains certain customary warranties and tax indemnities given by the Seller in relation to NUC and its business, subject to agreed limitations.  

Following the Acquisition, NUC will become a wholly owned subsidiary of the Company.

The Seller has agreed to provide support to NUC through a transitional services agreement for an agreed period after completion of the Acquisition.

About NUC Distribution Ltd

NUC is a specialist distributor of UC hardware, video collaboration systems, enterprise voice solutions and related UC endpoints. The business supports more than 700 UK customers, including enterprise, mid-market, public-sector, service-provider and specialist AV/UC partners.

The team brings extensive experience in UC&C across hardware sales and related services such as provisioning, configuration and specialist technical pre-sales, supporting the delivery of complete collaboration and meeting-room solutions.

Based on unaudited management accounts, for the 12 months to 30 October 2025, the NUC Business had revenues of £28.8 million, Gross Profit of £3.2 million and net assets were £5.0 million as at 29 November 2025.

Alex Phillips, Executive Chariman of Northamber, commented:

"We are delighted to welcome Nuvias UC's hardware business, NUC Distribution, and its highly specialist team into the Northamber Group. Their expertise and strong heritage in UC and AV complement our existing portfolio, strengthening our capabilities across the intelligent workplace. This addition broadens our reach and accelerates our growth in one of the fastest-evolving technology markets, ensuring we continue to deliver exceptional value to our partners."

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