THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

Pristine Capital Plc / EPIC: PRIS / Market: LSE

27 June 2025

PRISTINE CAPITAL PLC

("Pristine Capital" or the "Company")

Proposed acquisition and suspension of trading

Pristine Capital Plc, the Main Market cash shell focusing on the real estate sector, announces that it has signed non-binding heads of terms for the proposed acquisition of a regional property portfolio in the United Kingdom (the "Property Portfolio") for c. £20 million (the "Proposed Acquisition"). The Proposed Acquisition will be structured via the acquisition of three private companies which own the Property Portfolio assets from a privately held offshore group.

The Property Portfolio, which comprises three office properties that are all located more than 125 miles from London, is income generating and let to high quality tenants, which the directors believe would support a dividend yield for the Company's shareholders of no less than 8%. The Proposed Acquisition is expected to be financed through a mixture of equity and debt secured on the Property Portfolio and a term sheet for a three-year Credit Committee approved debt facility has been signed, subject to valuation, legal formalities and completion of the Proposed Acquisition.

The Proposed Acquisition is conditional, inter alia, on entering into a binding acquisition agreement with the vendor and will be accompanied by a fundraise via an issue of new ordinary shares by the Company (the "Fundraise") to pay the cash consideration for the Proposed Acquisition and the associated fees and finance the ongoing activities of the Company, as enlarged by the Proposed Acquisition. 

Due to the anticipated market capitalisation of the Company, as enlarged by the Proposed Acquisition, it is intended that the Company will cancel the listing of its shares on the Main Market of the London Stock Exchange and seek admission of its shares to trading on AIM.

Temporary suspension of listing

The Proposed Acquisition is classified as an "initial transaction" under Section 13.4 of the UK Listing Rules. Therefore, in accordance with UKLR 21.1.4 and 21.3, the Company has requested the suspension of its ordinary shares from trading on the Main Market of the London Stock Exchange with effect from 7.30 a.m. today, until such time that the Company's shares have commenced trading on AIM following the completion of the Transaction.

The parties intend to proceed as quickly as possible with the Proposed Acquisition, however, there can be no certainty that the Proposed Acquisition or any associated fundraising will be successfully completed. If the Proposed Acquisition does not complete for any reason, it is expected that the suspension of the Company's listing will be lifted, subject to FCA approval, and trading in the Company's shares will recommence.

The Company will make further announcements in due course, as appropriate.

 For further information please visit www.pristinecapitalplc.com or contact: