Tender Offer - Update

5 December 2023

Northern Bear plc

("Northern Bear," the "Company")

Tender Offer - Update

Northern Bear (LSE:NTBR), the AIM quoted holding company of the group of companies providing specialist building and support services headquartered in Northern England and serving customers across the UK, is pleased to provide the following update in respect of the Tender Offer.

Further to its announcement on 29 November 2023, the aggregate number of Ordinary Shares validly tendered by Qualifying Shareholders was 7,831,399 and exceeded the Tender Cap of 5,000,000.

In accordance with paragraph 5 of Part 4 (Details of the Tender Offer) of the circular dated 23 October 2023 issued to shareholders (the "Circular"), in the event that the total number of Ordinary Shares validly tendered exceed the Tender Cap, as is the present case, the Receiving Agent (acting in consultation with Company) was, in its discretion, to allocate the validly tendered Ordinary Shares between validly tendering Qualifying Shareholders as it sees fit to ensure that no shareholders were left with uneconomically small interests following the Settlement Date.

Accordingly, having consulted with the Company, the Receiving Agent:

·    considered a holding of 1,000 Ordinary Shares or less an uneconomically small interest for the purposes of the Tender Offer; and

·    taking this into account, will generally scale back the number of Ordinary Shares to be purchased from all tendering shareholders such that the Company will, on average, repurchase 63.8 per cent. of every valid tender received, calculated based on the Tender Cap as a proportion of the aggregate number of Ordinary Shares tendered.

In accordance with the intention set out in the Circular not to leave smaller shareholders who have tendered their full shareholding with an uneconomically small interest in the Company, the Receiving Agent has adjusted the general allocations such that the  Company will acquire, to the extent possible, the full tendered holdings of any such shareholders who, having been allocated their entitlement as generally calculated (as set out above), were otherwise left with an interest of less than 1,000 Ordinary Shares in the Company. As such, the Company may, in fact, purchase more or less than 63.8 percent of a shareholder's validly tendered Ordinary Shares.  Where shares are held via nominee, scaling has been applied at registered level only and as such shares will be issued at the nominee's discretion.

Accordingly, a total of 5,000,000 Ordinary Shares will be purchased by the Company pursuant to the Tender Offer on 8 December 2023, returning a total of £3.1 million to shareholders of the Company. The Ordinary Shares purchased will be held in treasury.

Director Interests

Following completion of the purchase of Ordinary Shares pursuant to the Tender Offer, the Directors of the Company will hold the following interests in the Company:

Total Voting Rights

Following the implementation of the Tender Offer and the acquisition by the Company of the 5,000,000 tendered Ordinary Shares expected to occur on 8 December 2023 ("Settlement"), the Company's issued share capital will consist of 13,725,276 Ordinary Shares with voting rights and 5,292,040 Ordinary Shares held in treasury. From the date of Settlement, the aforementioned figure of 13,725,276 Ordinary Shares with voting rights may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Northern Bear under the Financial Conduct Authority's Disclosure and Transparency Rules.

Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the announcement issued by the Company on 23 October 2023.

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