The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014, which forms part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

29 July 2026

Newmark Security plc

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

Disposal of Safetell Limited

Newmark Security plc (AIM: NWT), a global leader in secure people-data solutions for human capital management ("HCM") systems, announces that it has entered into a conditional share purchase agreement (the "SPA") for the sale of the entire issued share capital of Safetell Limited ("Safetell"), the Company's Physical Security Solutions division, to Nicholas Shannon, the Managing Director of Safetell (the "Disposal").  

Background to and reasons for the Disposal

As announced in the Company's interim results on 15 January 2026, the Board has been undertaking a strategic review of Safetell. The Group's growth strategy is centred on its HCM business, Grosvenor Technology, which in the six months ended 31 October 2025 delivered HCM revenue growth of 20% and a 30% year-on-year increase in annualised recurring revenues

Safetell is a UK provider and installer of physical security products and services, with a portfolio spanning entrance control, automatic doors and attack-resistant screens, doors and building protection solutions, serving customers across the public and private sectors. Its servicing business covers more than 500 sites across the UK.

For the year ended 30 April 2025, Safetell reported revenue of £4.9 million (FY24: £5.8 million) and an operating loss (before parent company recharges) of £0.6 million. In the six months ended 31 October 2025, Safetell reported revenue of £2.5 million and an operating loss (before parent company recharges) of £0.4 million. Safetell continued to incur operating losses in the second half of the year ended 30 April 2026.

As at 31 October 2025, the net liabilities attributable to Safetell were £0.4 million.

Terms of the Disposal

Under the terms of the SPA, the Purchaser will acquire the entire issued share capital of Safetell for a cash consideration of £1, payable on completion of the Disposal ("Completion"). In addition, £300,000 of the intercompany balance owed by Safetell to the Company will remain outstanding at Completion as a deferred loan (the "Deferred Loan"), with the balance of the intercompany amount being waived.

The Deferred Loan is repayable in fixed quarterly instalments of £25,000, commencing on 31 July 2030, subject to Safetell having sufficient cash flows. The Deferred Loan becomes repayable in full in the event of a subsequent sale of Safetell.

At Completion, the Company will repay balances outstanding under Safetell's HSBC invoice financing facility and overdraft (which it is required to repay as a guarantor of these HSBC facilities) and will fund the settlement of any overdue trade creditors of Safetell that are due at Completion, pursuant to a completion statement mechanism set out in the SPA. Safetell's vehicle lease liabilities and the associated assets will remain with Safetell. As at 30 April 2026, the aggregate of the sums set out above were £1.6 million out of the Group's £4.8 million net debt (excluding leases). This is estimated to increase to approximately £2.0 million at Completion primarily reflecting further Safetell losses since April 2026. Newmark will use existing cash resources together with a short-term extension to its overdraft facility to fund these Safetell liabilities. The purchaser will assume the ongoing trading liabilities of Safetell.

Grosvenor Technology Limited ("Grosvenor") will continue to provide IT and finance services to Safetell for a period of three months following Completion, in each case at charges capped at agreed levels. The Group will retain the benefit of Safetell's tax losses in respect of periods up to Completion.

Completion is conditional upon, inter alia, clearance under the National Security and Investment Act 2021 and the satisfaction of other customary conditions. A further update will be provided at Completion.

Financial effects of the Disposal and application of proceeds

Following Completion, the Group will comprise the People and Data Management division, Grosvenor Technology, which generated revenue of £18.1 million in the year ended 30 April 2025 and £9.1 million in the six months ended 31 October 2025.

The cash consideration payable at Completion is nominal. Amounts received by the Company under the Deferred Loan will be applied towards the Group's general working capital.

Related Party Transaction

Nicholas Shannon is a director of Safetell, a subsidiary of the Company, and is therefore a related party of the Company for the purposes of the AIM Rules for Companies. The Disposal of Safetell to Mr Shannon therefore constitutes a related party transaction pursuant to AIM Rule 13.

The Directors of Newmark, having consulted with Allenby Capital Limited, the Company's nominated adviser, consider that the terms of the Disposal are fair and reasonable insofar as the Company's shareholders are concerned.

Marie-Claire Dwek, Chief Executive of Newmark, commented:

"The sale of Safetell concludes the strategic review we announced in January 2026 and marks an important step in Newmark's evolution into a focused HCM technology business. Safetell is a well-regarded business with a growing services operation, and this transaction secures the right ownership for its next chapter under Nick Shannon's leadership, while allowing Newmark to concentrate its capital and management resource on the significant growth opportunities in HCM. We thank the Safetell team for their contribution to the Group and wish them every success."

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For further information:

About Newmark Security plc

Newmark is a leading provider of electronic, software and physical security systems and installations that helps organisations protect human capital and provide safe spaces seamlessly and securely.

From our locations in the UK and US, we operate through subsidiary businesses positioned in specialist, high-growth markets.

Our product portfolio consists of Human Capital Management and Access Control Systems providing both hardware and software to various sectors.

Newmark Security plc is admitted to trading on AIM (AIM: NWT).

For more information, please visit: https://newmarksecurity.com