NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Date: 22 May 2025

For Immediate Release                                                                                                                                

Pod Point Group Holdings PLC (Symbol: PODP)

("Pod Point", the "Group" or the "Company")

Extension of PUSU deadline and update on timing of FY24 Results

PUSU Extension

On 24 April 2025, the Board of Pod Point announced that it had received a non-binding conditional proposal from EDF Energy Customers Limited ("EDF"), currently a c.53 % shareholder in the Company, to acquire the entire issued and to be issued share capital of the Company that it does not already own for a price of 6.5 pence per Pod Point share in cash (the "Possible Offer").

The Board of Pod Point has continued to actively engage with EDF since receipt of the Possible Offer with a view to supporting an offer for the Company. Having carefully considered the viability of all available options together with the preliminary view of its financial adviser (which remains subject to the formal completion of the necessary Rule 3 work), the Independent Directors of Pod Point remain of the view that the Possible Offer may represent the better option for Pod Point's shareholders, creditors and other stakeholders.

In accordance with Rule 2.6(a) of the Code, EDF was required, by no later than 5:00 p.m. on 22 May 2025 (the "PUSU Deadline"), to either announce a firm intention to make an offer for Pod Point in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

To allow the discussions with EDF to continue, and to provide further time for the Company to finalise and publish its audited FY24 Results, as further set out below, the Company has requested, and both EDF and the Panel on Takeovers and Mergers (the "Takeover Panel") have consented to an extension of the PUSU Deadline. Consequently, in accordance with Rule 2.6(c) of the Code, EDF is now required, by not later than 5.00 pm on 6 June 2025, to either announce a firm intention to make an offer for Pod Point in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Pod Point, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

In accordance with Rule 2.6(c) of the Code, the revised deadline may be extended further with the consent of the Takeover Panel.

In accordance with Rule 2.5 of the Code, EDF reserves the right to vary the form and/or mix of the consideration described in this announcement. EDF also reserves the right to make an offer for Pod Point on less favourable terms than those described in this announcement: (i) with the agreement or recommendation of the Board of Pod Point; (ii) if a third party announces a firm intention to make an offer for Pod Point on less favourable terms; or (iii) following the announcement by Pod Point of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). EDF reserves the right to reduce the consideration by the amount of any dividend or other distribution or return of capital which is paid or becomes payable by Pod Point to Pod Point shareholders after the date of this announcement.

There can be no certainty that any firm offer will be made for the Company.

The Company remains in an 'offer period' in accordance with the rules of the Code and the attention of Pod Point shareholders is drawn to the continuing disclosure requirements of Rule 8 of the Code, which are summarised below.

Further announcements will be made in due course. In the meantime, Pod Point shareholders are not required to take any action in relation to the Possible Offer.

Update on timing of FY24 Results

The Company also announced on 24 April 2025 that, as a result of the Possible Offer by EDF, the Board had been considering the potential impacts on its FY24 results and would not be in a position to publish its audited FY24 results by 30 April 2025. As a result, the Company's shares have been suspended from listing and trading since 1 May 2025.

The Company announces that significant work on the FY24 results has been ongoing and now expects that the audited financial results for FY24 will be published in early June 2025. The Company continues to anticipate that the suspension will be lifted once the audit is completed and the FY24 annual report and accounts are published.

This announcement is being made with the consent of EDF.

For further information:

Notice related to advisers

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Pod Point and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Pod Point for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Pod Point and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Pod Point for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with the matters referred to in this Announcement, or otherwise.

Important notices

The release, publication or distribution of this announcement in, into or from jurisdictions outside the United Kingdom in whole or in part, directly or indirectly, may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement is for information purposes only, and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward looking statements

This announcement, oral statements made regarding the Possible Offer, and other information published by Pod Point may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Pod Point about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Possible Offer on Pod Point, the expected timing and scope of the Possible Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Pod Point believes that the expectations reflected in such forward-looking statements are reasonable, Pod Point can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Pod Point, nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA), Pod Point is under no obligation, and Pod Point expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Pod Point's website at https://investors.pod-point.com promptly and by no later than 12 noon (London time) on the business day following the date of this announcement. The content of this website is not incorporated in, and does not form part of, this announcement.

MAR  

The individual responsible for releasing this announcement on behalf of Pod Point is Anita Guernari, Company Secretary. The information contained within this announcement is deemed by Pod Point to constitute inside information for the purposes of Article 7 of the assimilated Regulation (EU) No.596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.