THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

FOR IMMEDIATE RELEASE

29 June 2026

PROSERVICE BUILDING SERVICES MARKETPLACE PLC

PROPOSED REFINANCING COMPRISING

UP TO £25,000,000 CONVERTIBLE LOAN NOTES

AND

£35,000,000 ASSET BASED LENDING REVOLVING CREDIT FACILITY

and

NOTICE OF GENERAL MEETING

ProService Building Services Marketplace Plc ("PRO" or the "Company"), the asset-light, pure-play digital marketplace business, today announces the proposed refinancing of the Group's existing indebtedness (the "Proposed Refinancing"), comprising:

·      the issue of up to £25,000,000 floating rate secured convertible loan notes 2031 (the "Convertible Loan Notes") to Ravensworth (International) Limited ("Ravensworth") (the "CLN Issue"); and

·      the entry into a £35,000,000 asset-based lending revolving credit facility (the "ABL Facility") with Leumi UK Group Limited (the "ABL Lender").

The CLN Issue and the ABL Facility are interconditional and will complete substantially simultaneously. The CLN Issue cannot be effected using the Company's existing share allotment authorities and accordingly the Proposed Refinancing is conditional upon Shareholder approval at the General Meeting.

The Board expects to today publish a Circular convening a general meeting of shareholders which will be held at Travers Smith LLP, 3 Stonecutter Street, London EC4A 4AW at 12:00 p.m. on 17 July 2026 to seek approval from the PRO shareholders in respect of the Proposed Fundraising.

A copy of the Circular, Notice of Meeting and Form of Proxy will shortly be available from the 'News & Resources' section of the Company's investor portal at https://www.hssproservice.com/investors/resources-and-documents.

BACKGROUND TO AND REASONS FOR THE PROPOSED REFINANCING

Overview of the Group

The Company is a technology-enabled building services marketplace business, connecting businesses requiring building and facilities management services with a nationwide network of qualified service providers across hire, resale, materials, training and related services. The Company's shares have been admitted to trading since 2015, initially on the main market of the London Stock Exchange, moving to AIM in January 2021. The Company trades under the ticker PRO.

The Group operates its marketplace through its proprietary technology platform, which enables the automated routing of customer orders to suppliers across four principal revenue verticals:

·      equipment hire;

·      equipment sale;

·      building materials; and

·      fuel.

In addition to the above services, the Group also provides training services to third-party customers (including Speedy Hire) through the Guarantor.

The Group's transformation to a pure-play, asset-light marketplace business was completed in November 2025 following two linked transactions: the disposal of The Hire Service Company, the Group's legacy hire equipment ownership and operations division; and the simultaneous entry into a five-year commercial supply agreement with Speedy Hire, under which Speedy Hire became the Group's principal equipment supply partner and the Group became the exclusive provider of third-party rehire, resale and training services to Speedy Hire's customers.

As a result of the transformation, the Group no longer owns any hire equipment fleet and instead operates as a technology-enabled intermediary, generating revenue solely through its marketplace platform rather than also through direct asset ownership. The Company was formerly known as HSS Hire Group plc and changed its name to ProService Building Services Marketplace plc on 28 November 2025 to reflect the completion of this transformation.

As part of the disposal of the Hire Service Company to Endless, the Group agreed to make certain post-completion payments totalling £10 million to Endless in the period from 7 to 12 months following completion of the disposal, as disclosed in the announcement published on 6 October 2025. The Group has subsequently agreed to a revised schedule for the remaining payments which will be made between the date of this announcement and 30 November 2026. Under this revised schedule, the payments will be lower in June and July 2026 and higher in subsequent months, compared to the previously anticipated equal monthly instalments. There has been no change to the total amount payable or the final payment date.

Existing Financing Arrangements

The Group currently has in place the Senior Facilities Agreement, being a senior secured facility originally entered into on 9 November 2021 with the Existing Lenders, providing aggregate facilities of approximately £44m. As at the Latest Practicable Date, the amount outstanding under the Senior Facilities Agreement was approximately £37.9m (excluding accrued interest).

The Senior Facilities Agreement is due to mature on 30 September 2026. The Existing Lenders have indicated that they are unlikely to extend the facility beyond its current maturity. The Group has also benefitted from the agreement of covenant waivers with the Existing Lenders and shall continue to do so until the completion of the Proposed Refinancing.[1]  In these circumstances, the Board has concluded that it is necessary to refinance the Group's existing indebtedness on a timely basis and has conducted a process to identify the most appropriate refinancing solution, as described below.

The Refinancing Process

Following the completion of the Group's transformation to a principally marketplace business in November 2025, the Board has been engaged in refinancing discussions with a number of parties to fully refinance the Group's existing term debt and revolving credit facility. During this process, the Board considered a number of alternative structures, including asset disposals, and financing sources.

The Board noted that it has taken longer than originally anticipated to complete the refinancing of the Group, largely due to wider macroeconomic and geopolitical issues impacting the markets. The Board gave due consideration to whether a sale of assets could support the repayment of existing lenders but concluded that any such disposal was not in the best interest of shareholders given other options available. A change in approach was necessitated, which ultimately led to the current dual instrument refinancing which the Board is pleased to have secured.

Having considered the availability, terms and execution certainty of the alternatives, together with the challenging lending environment, the Board concluded that the Proposed Refinancing represents the most appropriate solution available to the Group in the current circumstances and within the timeframe required to complete the Proposed Refinancing prior to the maturity date of the Senior Facilities Agreement, for the reasons described below.

Reasons for the CLN Issue

The Independent Directors have concluded that the CLN Issue on the terms described in this announcement is in the best interests of the Company and its Shareholders as a whole for the following reasons:

·      Committed financing: Ravensworth, as an existing substantial Shareholder with a deep understanding of the Group's business and prospects, has committed to provide up to £25,000,000 of financing. This provides the Group with certainty of funding within the timeframe required to complete the Proposed Refinancing (i.e. prior to the maturity date of the Senior Facilities Agreement) that alternative financing sources were unable to provide on comparable terms.

·      Flexible structure: the Convertible Loan Notes have a term of approximately 5.25 years to the CLN Maturity Date, with the Company retaining the option to redeem from three years after issue. Interest accrues on the basis of a 365-day year and on the number of actual days elapsed, and is rolled up rather than paid in cash, preserving the Group's cash resources during the term.

·      Performance-linked interest cost: the interest margin above Term SONIA for each interest period reduces upon achievement of EBITDA milestones (for each of the Financial Years ended on 31 March 2027, 31 March 2028 and 31 March 2029), aligning the cost of financing with the Group's financial performance.

·      Conversion mechanics: the Conversion Price of 4.0 pence per new Ordinary Share (which is subject to anti-dilution adjustments in accordance with the terms of the CLN Instrument) represents a premium of approximately 53.8 per cent. to the closing mid-market price of 2.60 pence per Ordinary Share on the Latest Practicable Date. Whilst conversion would result in significant dilution to existing Shareholders, the Board considers the Conversion Price to be fair and reasonable in the context of the prevailing market price and the terms available from alternative financing sources. Further details of the potential dilution are set out in the dilution table in this announcement.

A summary of the key terms of the Convertible Loan Notes is set out at the end of this announcement.

Reasons for the ABL Facility

The ABL Facility will provide the Group with a revolving credit facility of up to £35,000,000, available to be drawn by HSS ProService Limited as borrower.

The ABL Facility is secured by an all asset debenture granted by each of the Company, Hampshire Topco Limited, Hero Acquisitions Limited and HSS ProService Limited, save that the shares held by HSS ProService Limited in HSS Training Limited are specifically excluded from such security, since those shares are instead subject to security granted in connection with the Convertible Loan Notes.

The Board has concluded that an asset-based lending facility is the most appropriate form of working capital facility for the Group at this time for the following reasons:

·      Flexibility: HSS ProService Limited as borrower under the ABL Facility has flexibility to draw, repay, and subsequently redraw amounts available under the ABL Facility in line with cashflow needs of the business.

·      Rate: the discount charge (being equivalent to an interest rate) under the ABL Facility will be 2.10 per cent. per annum above the applicable reference rate for the relevant currency (being Daily SONIA if the drawn amount under the ABL Facility is in Pounds Sterling).

·      Maturity: the ABL Facility will have a minimum period of 36 months, subject to the extension options and termination provisions set out in the ABL Facility.

A summary of the key terms of the ABL Facility is set out later in this announcement.

TERMS OF THE PROPOSED REFINANCING

Related Party Transaction

As Ravensworth, together with Pectan (acting in concert as the Ravensworth Concert Party), holds approximately 26.02 per cent. of the Company's issued ordinary share capital as at the Latest Practicable Date (comprising 175,896,558 Ordinary Shares held directly and 31,900,000 Ordinary Shares held by its parent entity Pectan), Ravensworth is treated for the purpose of Rule 13 of the AIM Rules as a related party of the Company. By virtue of its position as a substantial shareholder, and together with Pectan as members of the Ravensworth Concert Party, the CLN Issue accordingly constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

The Independent Directors consider, having consulted with Canaccord Genuity in its capacity as nominated adviser to the Company, that the terms of the CLN Issue are fair and reasonable insofar as the Shareholders of the Company are concerned.

Further details of the related party transaction, including the nature and extent of Ravensworth's interest in the CLN Issue and the basis for the Independent Directors' conclusion, are set out in this announcement.

The Convertible Loan Notes

The Company has agreed to issue up to £25,000,000 in aggregate principal amount of Convertible Loan Notes to Ravensworth at Completion pursuant to the CLN Instrument. The key terms of the Convertible Loan Notes are summarised in the Summary Terms of the Convertible Loan Notes at the end of this announcement. Shareholders should read the Summary Terms of the Convertible Loan Notes at the end of this announcement carefully.

The principal features of the Convertible Loan Notes are as follows:

·      Interest: interest accrues at Term SONIA plus an applicable margin. The margin is initially 2.5 per cent. per annum and is subject to reduction upon achievement of EBITDA milestones in each year to:

a)    1.5 per cent. per annum in respect of the second interest period (if the Year 1 EBITDA Milestone (as defined in the CLN Instrument) has been achieved),

b)    0.5 per cent. per annum in respect of the third interest period (if both the Year 1 and Year 2 EBITDA Milestones (as defined in the CLN Instrument) have been achieved); and

c)     0 per cent. per annum in respect of the fourth interest period and beyond (if all three EBITDA milestones have been achieved).

There is a mechanism for the interest to ratchet upwards to TERM Sonia plus 2.5 per cent. in the event the Group falls below a minimum EBITDA threshold, and to ratchet down if the Group subsequently exceeds this threshold. Interest accrues on the basis of a 365-day year and number of actual days elapsed, is rolled up and is not paid in cash.

·      Upfront cost: the Facility Fee will be added pro rata across the Convertible Loan Notes to the principal amount outstanding of Convertible Loan Notes and will form part of the principal amount of the Convertible Loan Notes and shall accrue interest.

·      Conversion: the Noteholder may convert some or all of the Convertible Loan Notes (together with accrued interest and the applicable proportion of the Facility Fee) into new Ordinary Shares at 4.0 pence per share at any time from the date falling six months after the date of issue of the Convertible Loan Notes until the CLN Maturity Date, subject to the Rule 9 Conversion Cap.

·      Repayment: the Company may elect to redeem the Convertible Loan Notes (in part or in full) from three years after issue. Unless previously redeemed or converted, all outstanding Convertible Loan Notes will be repaid in full on the CLN Maturity Date of 14 October 2031.

·      Scale-Back: if the Company completes a Qualifying Equity Fundraising within five months of Completion, it must apply an amount equal to the lower of: (a) £5,000,000; and (b) the actual gross proceeds of the Qualifying Equity Fundraising received by the Company to a mandatory redemption of Convertible Loan Notes.

·      Anti-dilution adjustments: subject to certain exceptions, the Conversion Price is subject to adjustments, in each case by reference to formulas set out in the CLN Instrument, upon: (i) a consolidation, sub-division or reclassification of Ordinary Shares; (ii) an Equity Fundraising (other than a Qualifying Equity Fundraising) at a subscription price below the then-prevailing market price of the Ordinary Shares; (iii) a bonus issue of Ordinary Shares; and (iv) a Qualifying Equity Fundraising at a subscription price below 3.5 pence. 

·      Financial covenants: the Company and the Guarantor will need to ensure that certain EBITDA thresholds are met by the Group and the Guarantor in each Financial Year and an Event of Default (as defined in the CLN Instrument) will arise if both the Company and the Guarantor fail to meet their respective covenants within a given Financial Year.    

·      Security and standstill: the Convertible Loan Notes are guaranteed by the Guarantor and secured by a charge over the entire issued share capital of the Guarantor and an all asset debenture granted by the Guarantor. The taking of any enforcement action in respect of the Convertible Loan Notes is subject to a standstill period set out in the CLN Instrument. Full details of the security arrangements are set out in the Summary Terms of the Convertible Loan Notes at the end of this announcement.

Pursuant to the Rule 9 Waiver granted in respect of the Ravensworth Concert Party, as set out in paragraph 7 below, the Ravensworth Concert Party will not be required to make a Rule 9 Offer upon Conversion of the Convertible Loan Notes. However, the Rule 9 Waiver applies only to the Ravensworth Concert Party and any other person who subsequently acquires the Convertible Loan Notes and who would, upon Conversion, hold 30 per cent. or more of the Company's voting share capital, as enlarged by the issue of the Conversion Shares, will be subject to the Rule 9 Conversion Cap and will need to obtain a separate waiver from the Panel before such Conversion can take place.

The ABL Facility

The ABL Facility is a £35,000,000 asset-based lending revolving credit facility to be entered into on or around the date of this announcement between the ABL Lender, HSS ProService Limited (as borrower and guarantor) and each of the Company, Hampshire Topco Limited and Hero Acquisitions Limited (as guarantors).

Under the terms of the ABL Facility, HSS ProService Limited assigns all of its receivables to the ABL Lender on a confidential (non-notification) basis. Advances of up to 85 per cent. of the amount of each approved receivable are available, subject to an aggregate facility  limit of £35,000,000, with the amount available for drawdown at any time being calculated by reference to the pool of approved receivables, less any reserves applied by the ABL Lender and subject to debtor concentration limits and other typical deductions.

The primary costs under the ABL Facility are (i) a discount charge of 2.10 per cent. per annum above the applicable reference rate, (ii) a monthly service charge of £6,000 (plus VAT), (iii) an arrangement fee of £175,000 payable on the commencement date and (iv) a non-utilisation fee of 0.25 per cent. per annum calculated daily and applied monthly to the unused portion of the ABL Facility.

The ABL Facility is secured by an all asset debenture granted by each of the Company, Hampshire Topco Limited, Hero Acquisitions Limited and HSS ProService Limited, save that the shares held by HSS ProService Limited in HSS Training Limited are specifically excluded from such security, since those shares are instead subject to security granted in connection with the Convertible Loan Notes.

The ABL Facility contains financial and collateral covenants which are customary for a secured instrument of this type. These include covenants relating to dilutions and debt turn, a minimum liquidity covenant, and a "springing" profitability covenant which requires compliance with specified EBITDA thresholds if liquidity falls below the agreed minimum. The ABL Facility also requires regular financial reporting and monitoring of the Group's net asset position to ensure ongoing covenant compliance.

The minimum term of the ABL Facility is 36 months, with extension options of 365 days each exercisable around the first and second anniversaries of the ABL Facility, and an early termination fee applies on a declining basis if the ABL Facility is terminated prior to its second anniversary.

As described in earlier in this statement, the CLN Issue and the ABL Facility are interconditional.

Completion is conditional upon:

1.                      the Resolutions having been passed at the General Meeting; and

2.                      the ABL Facility having become available for drawdown and being drawn substantially simultaneously with the completion of the CLN Issue.

Deed of Variation to the Subscription Agreement with Speedy Hire

A deed of variation was entered into on or around the date of this announcement between the Company, Speedy Hire, Canaccord Genuity and Singer Capital Markets Securities Limited to amend the terms of the subscription agreement made between the parties on 6 October 2025 (as amended from time to time). The deed of variation amends the lock-in period applicable to Speedy Hire in respect of the shares in the Company they acquired under the subscription agreement, such that the lock-in period under the subscription agreement concludes as of the date of the deed of variation. For the avoidance of doubt, the existing orderly market undertaking from Speedy Hire still applies for a period of 6 months from the date of the deed of variation.

USE OF PROCEEDS

The proceeds of the Proposed Refinancing (comprising the CLN Issue proceeds of up to £25 million and an initial drawdown under the ABL Facility of approximately £19 million subject to trading performance and receivables collection between the date of this announcement and Completion) will be applied to repay in full the Group's existing indebtedness under the Senior Facilities Agreement in the amount of £37.9 million. The balance of the ABL Facility will be available for general corporate and working capital purposes. Shareholders should note that whilst the maximum amount capable of being drawn under the ABL Facility is £35 million, any drawdown is subject to the borrowing base available to the ABL Lender meaning that the expected amount available to be drawn on Completion is in the range of £26 to £30 million.

CURRENT TRADING AND PROSPECTS

Most Recently Reported Financial Period

The most recently published financial statements of the Group are the interim results for the six months ended 30 September 2025, which were published on 19 December 2025 and are available on the Company's website at www.hssproservice.com. For the six months ended 30 September 2025, the Group reported revenue of £135.6m, Underlying EBITDA of £14.2m and Underlying loss before tax of £1.1m.

Current Trading and Outlook

The Group provided the market with a trading update on 1 May 2026 regarding year end trading for FY2026. Unaudited revenue from continuing operations⁽¹⁾ amounted to £248m and unaudited adjusted EBITDA broke even. The Group confirmed a resilient top-line performance in the period despite a difficult market backdrop. The Group noted slower than anticipated progress in mobilising and ramping up the supply agreements with Speedy Hire (as announced on 6 October 2025) alongside broader macroeconomic pressures - particularly within the UK construction sector, which has weighed on demand across parts of the Group's end markets.

Trading in the current financial year has shown momentum despite the challenging macroeconomic backdrop. Revenue from continuing operations in the first two months was up more than 10 per cent versus the prior year, supported by the continued transition of the Speedy Customer Solutions business to the business of HSS ProService Limited. Performance on the arrangements with Speedy Hire more widely continues to trend upwards, with the businesses working well together to identify further opportunities for improvement.

FY2027 is expected to be a transitional year and is set against an uncertain macro-economic backdrop which is having an impact on the Group's buyers and sellers. Given the potential volatility in the UK economy, the Board believes a prudent approach is required and therefore reiterates that FY2027 underlying EBITDA is expected to be between £9 million and £12 million.

Note:

⁽¹⁾        Results for FY2026 included The Hire Service Company ("THSC") until its disposal on 17 November 2025. Continuing Operations also excludes THSC and HSS Ireland which was sold in May 2025.

Net Debt

As at 31 March 2026, the Group had net debt of approximately £30.5 million, which included total term debt of £35.9 million and £5.0 million drawn under a revolving credit facility. Excluding IFRS16 liabilities, net debt was at £27.2 million.

Impact of the Convertible Loan Notes on the Company

Had the arrangements been in place at the end of March 2026, the Company's pro forma net debt would have remained unchanged. On that basis, the Company would have had £25 million of Convertible Loan Notes in issue and approximately £16 million drawn under the ABL Facility. In addition, the Company would have had at least £10 million of undrawn availability under the ABL Facility. The Board now expects that the initial drawdown under the ABL Facility will be approximately £19 million at Completion (subject to trading performance and receivables collection between the date of this announcement and Completion). Availability under the ABL Facility is expected to increase as revenue grows in line with market expectations.

Potential Equity Fundraising

In addition to the Proposed Refinancing, the Board has been discussing a potential Equity Fundraising, which if carried out, following Completion, would provide additional working capital for the Group, enabling it to continue with the delivery of its marketplace strategy.

Shareholders should note that no formal decision has been taken by the Board to carry out an Equity Fundraising, nor as to the likely terms of any such Equity Fundraising and that, in any event, no Equity Fundraising will be launched before Completion.

Shareholders should also note that if a Qualifying Equity Fundraising is undertaken within five months of Completion, this may trigger a mandatory Scale-Back Redemption of part of the Convertible Loan Notes.

Any such Equity Fundraising will be announced through a Regulatory Information Service in accordance with the AIM Rules.

TAKEOVER CODE

Background

The Ravensworth Concert Party currently holds approximately 26.02 per cent. of the Existing Ordinary Shares, comprising 175,896,558 Ordinary Shares held directly by Ravensworth and 31,900,000 Ordinary Shares held by Pectan. The details of the Ravensworth Concert Party's shareholding immediately prior to and following full Conversion are set out in the table below, assuming no other increase in the Company's share capital prior to Conversion.

Note:

⁽¹⁾        Assuming full Conversion of all outstanding Convertible Loan Notes at the Conversion Price based on the maximum number of Conversion Shares issuable under the CLN Instrument totalling 1,200,000,000  and, for the avoidance of doubt, including additional Conversion Shares as a buffer to cover certain possible scenarios such as an increase in Term SONIA, the Convertible Loan Notes being converted at maturity, and a Qualifying Equity Fundraising but excluding any other increase in the Company's share capital prior to Conversion. The actual amount of Conversion Shares issuable is expected to be lower than this number. This figure is subject to anti-dilution adjustments pursuant to the terms of the CLN Instrument.

Rule 9 Obligation

Ravensworth's subscription for the Convertible Loan Notes as part of the Proposed Refinancing would, on full Conversion and the consequent issue of the Conversion Shares, result in the Ravensworth Concert Party holding 30 per cent. or more of the Company's voting share capital as enlarged by the issue of the Conversion Shares. In the absence of a waiver, this would oblige the Ravensworth Concert Party to make a Rule 9 Offer.

The Accelerated Rule 9 Waiver Procedure

Under Note 1 on Dispensations from Rule 9 of the Takeover Code, the Panel will normally waive the requirement to make a Rule 9 Offer where the issue of new securities in connection with a cash subscription would otherwise trigger such an obligation, provided that Independent Shareholders pass a Rule 9 Waiver Resolution at a general meeting of the Company.

Further, under Note 5(c) on Dispensations from Rule 9 of the Takeover Code, the Panel may waive the requirement for a Rule 9 Waiver Resolution to be put to Shareholders at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the Takeover Code) if Independent Shareholders holding shares carrying more than 50 per cent. of the voting rights of the Company which would be capable of being cast on such a Rule 9 Waiver Resolution confirm in writing to the Panel that they approve the proposed waiver and would vote in favour of such a resolution were it to be put to Shareholders at a general meeting. This procedure is the Accelerated Rule 9 Waiver Procedure.

Grant of the Rule 9 Waiver

In accordance with the Accelerated Rule 9 Waiver Procedure, Independent Shareholders holding shares carrying more than 50 per cent. of the voting rights of the Company which would be capable of being cast on a Rule 9 Waiver Resolution have confirmed in writing to the Panel that they approve the proposed waiver and would vote in favour of any such resolution were it to be put to Shareholders at a general meeting. Accordingly, the Panel, having received such confirmation from Independent Shareholders that they approve the proposed waiver and would vote in favour of any resolution to that effect at a general meeting, in accordance with the procedure set out in Note 5(c) on the Notes on Dispensations from Rule 9 set out in the Takeover Code, has granted the Rule 9 Waiver in respect of the Ravensworth Concert Party, dispensing with the obligation that would otherwise arise on the Ravensworth Concert Party to make a Rule 9 Offer upon Conversion of the Convertible Loan Notes.

As a result, no resolution in relation to the Rule 9 Waiver is required to be passed at the General Meeting in connection with the Ravensworth Concert Party's subscription for the Convertible Loan Notes and the Convertible Loan Notes will be issued to the Ravensworth Concert Party without any requirement for the Ravensworth Concert Party to make a Rule 9 Offer.

Shareholders should note that the Rule 9 Waiver granted pursuant to the Accelerated Rule 9 Waiver Procedure applies specifically and solely to the Ravensworth Concert Party in connection with the Proposed Refinancing. It does not extend to any future Noteholder who is not a member of the Ravensworth Concert Party. Any such future Noteholder who would, upon Conversion of the Convertible Loan Notes, hold 30 per cent. or more of the voting rights of the Company must obtain a separate Rule 9 Waiver from the Panel prior to any such Conversion taking place in accordance with the applicable provisions of the Takeover Code at the relevant time. Until such a waiver is obtained, the Rule 9 Conversion Cap will apply to prevent the relevant Conversion from proceeding and the relevant Convertible Loan Notes will remain as Unconverted Notes in accordance with the terms of the CLN Instrument.

Shareholders should also note that if both of the Resolutions are not passed at the General Meeting then the Rule 9 Waiver will not be effective as the issue of the Convertible Loan Notes is conditional upon such Resolutions being passed and the Rule 9 Waiver applies only to the exercise of conversion rights by Ravensworth under the CLN Instrument. In such circumstance, the Ravensworth Concert Party will continue to be subject to the provisions of Rule 9 of the Takeover Code.

Position Following Conversion

Assuming full Conversion (including an additional buffer to cover certain possible scenarios such as an increase in Term SONIA, the Convertible Loan Notes being converted at maturity, and a Qualifying Equity Fundraising but excluding any other increase in the Company's share capital prior to Conversion and any anti-dilution adjustments), the Ravensworth Concert Party would hold approximately 70.44 per cent. of the issued share capital of the Company following Conversion.

Shareholders should note that, following full Conversion, the Ravensworth Concert Party may hold in aggregate more than 50 per cent. of the Company's voting share capital. If and for so long as the Ravensworth Concert Party holds Ordinary Shares carrying more than 50 per cent. of the Company's voting share capital, further acquisitions of Ordinary Shares by the Ravensworth Concert Party would not trigger any obligation under Rule 9.1 of the Takeover Code, although any such acquisitions would remain subject to Note 4 on Rule 9.1 of the Takeover Code.

BOARD STRUCTURE AND CORPORATE GOVERNANCE

The Directors as at the date of this statement are:

Alan Peterson OBE

Neil Cooper

Ernst Kastner

Thomas Sweet-Escott

Thomas Shorten

Greig Thomas

As a direct result of the Proposed Refinancing, Ravensworth will have a right (but not the obligation) to appoint one non-executive director to the Board pursuant to the terms of the Relationship Agreement. As at Completion, Ernst Kastner will be treated as the non-executive director appointed for such purpose. Further details on the appointment rights in the Relationship Agreement are set out below.

The Board is considering the appointment of a further independent non-executive director with appropriate skills and experience and will update further on this in due course.

Any future appointment or replacement will be announced in accordance with the AIM Rules at the relevant time.

Relationship Agreement

The Relationship Agreement, entered into on or around the date of this announcment between the Company and the Ravensworth Concert Party, is conditional upon Completion and regulates the ongoing relationship between the Ravensworth Concert Party and the Company, further to the CLN Issue. The principal purpose of the Relationship Agreement is to ensure that the Company and its subsidiaries are capable of carrying on their business independently of the Ravensworth Concert Party, that all transactions and arrangements with the Ravensworth Concert Party or their Associates (including any transactions and relationships with any member of the Group) are conducted at arm's length and on normal commercial terms, and that the goodwill, reputation and commercial interests of the Company are safeguarded.

In addition, the Relationship Agreement contains undertakings from the Ravensworth Concert Party that it will not, and will procure insofar as it is lawfully able, that its Associates will not: (i) take any action that would have the effect of preventing the Company from complying with its obligations under the AIM Rules; or (ii) propose or procure the proposal of a shareholder resolution which is intended or appears to be intended to circumvent the proper application of the AIM Rules. The Relationship Agreement contains further protections to safeguard the Company's independence and the interests of minority shareholders. In particular, the Ravensworth Concert Party and its Associates must not propose or vote in favour of any resolution to amend the Company's articles inconsistently with the Relationship Agreement, change the remuneration of the non-executive director appointed by the Ravensworth Concert Party, or procure the cancellation of the Company's admission to trading on AIM without enhanced shareholder and Independent Director approvals (subject to certain exceptions including a bona fide takeover made by the Ravensworth Concert Party or a listing on the main market).

The Relationship Agreement will continue for so long as: (a) the Ordinary Shares remain admitted to trading on AIM; and (b) the Ravensworth Concert Party and their Associates are entitled to exercise or control the exercise of 10 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company (which includes Ordinary Shares held and Convertible Loan Notes valued for this purpose by reference to the number of Ordinary Shares that would be issued on conversion at the Conversion Price then in effect, ignoring the Rule 9 Conversion Cap).

Under the Relationship Agreement, the Ravensworth Concert Party may appoint one non-executive director to the Board for so long as the Ravensworth Concert Party, together with their Associates, holds, in aggregate, Ordinary Shares and/or Convertible Loan Notes (with the Convertible Loan Notes valued for this purpose by reference to the number of Ordinary Shares that would be issued on conversion at the Conversion Price then in effect, ignoring the Rule 9 Conversion Cap) representing at least 10 per cent. of the total Ordinary Shares in issue at the relevant time. As at Completion, Ernst Kastner will be treated as the director appointed to the Board for such purpose.

The Independent Directors believe that the terms of the Relationship Agreement will enable the Group to carry on its business independently of the Ravensworth Concert Party and ensure that all transactions and relationships between the Company and/or members of the Group (on the one hand) and the Ravensworth Concert Party (on the other hand) are, and will be, conducted at arm's length and on normal commercial terms.

IMPORTANCE OF THE VOTE

Your attention is drawn to the fact that the Proposed Refinancing is conditional upon each of the Resolutions being passed at the General Meeting. The Proposed Refinancing will not proceed unless both Resolution 1 and Resolution 2 are passed.

Shareholders are therefore asked to vote in favour of each of the Resolutions at the General Meeting in order for the Proposed Refinancing to proceed.

The Directors believe that successful completion of the Proposed Refinancing is essential to:

1.                      refinance the Group's existing indebtedness under the Senior Facilities Agreement, which is due to mature on 30 September 2026;

2.                      provide the Group with a stable, long-term financing platform through the combination of the Convertible Loan Notes and the ABL Facility; and

3.                      ensure that the Group has sufficient working capital to meet its ongoing obligations and to execute its strategic plan.

If the Resolutions are not approved at the General Meeting, the Proposed Refinancing cannot complete and the Group will not receive the proceeds from the Proposed Refinancing. In such circumstances:

·      Existing indebtedness: The Group's existing indebtedness under the Senior Facilities Agreement of approximately £37.9m would remain outstanding and due for repayment on 30 September 2026. The Group would not have sufficient cash resources to repay such indebtedness from its own resources without the proceeds of the Proposed Refinancing.

·      Alternative financing: The Board has explored alternative structures, including asset disposals, and financing sources and has concluded that any alternative financing would be available only on materially less favourable terms and with significant execution risk. There can be no certainty that the Group would be able to secure alternative financing on acceptable terms or within the timeframe required to complete the Proposed Refinancing (i.e. prior to the maturity date of the Senior Facilities Agreement).

·      Working capital: Without the proceeds of the Proposed Refinancing, the Group will not have sufficient working capital to meet its present requirements for the 12-month period following the date of this announcement.

If any of the Resolutions are not approved and the Proposed Refinancing does not proceed, there can be no assurance that any alternatives would be capable of implementation in the timeframe available and/or would ultimately be successful so, if further negotiations with existing and/or potential lenders are unsuccessful, it is likely that the Directors would need to take steps to place the Group into administration and Shareholders could lose all of their investment in the Company. Accordingly, the Directors believe that the successful completion of the Proposed Refinancing is in the best interests of the Shareholders as a whole.

Accordingly, it is critical that Shareholders vote in favour of each of the Resolutions. The Board considers that the Proposed Refinancing represents the best and only currently available option for the Company, its Shareholders and its wider stakeholders in the current circumstances and in the timeframe required to refinance the Group's existing indebtedness. As such, your vote is very important.

IRREVOCABLE UNDERTAKINGS

The Company has received irrevocable undertakings to vote in favour of all of the Resolutions at the General Meeting from the following:

Copies of the irrevocable undertakings will be available for inspection.

In addition to the irrevocable undertakings from Shareholders, those Directors who hold Ordinary Shares have irrevocably undertaken to vote their own beneficial holdings (and those of their spouses, underage children and connected companies) in favour of all of the Resolutions at the General Meeting. Details of the Directors' shareholdings are set out in below. The aggregate shareholding of those Directors who have given such undertakings is 3,536,586 Ordinary Shares, representing approximately 0.44 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date.

Each of the irrevocable undertakings referred to above is legally binding on the relevant Shareholder and will only cease to be binding if the Circular has not been posted to Shareholders by 31 July 2026.

Taking into account all of the irrevocable undertakings described above, including those from each member of the Ravensworth Concert Party, Exponent Private Equity, Speedy Hire and the relevant Directors, representing in aggregate approximately 65.91 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date, the Directors believe it is likely that all of the Resolutions will be passed at the General Meeting.

Directors' interests in the Company

As at the Latest Practicable Date⁽³⁾, the interests of each Director (and their connected persons) in the share capital of the Company were as follows:

Notes:

(1)        Percentage figures are calculated by reference to 798,584,277 Ordinary Shares in issue as at the Latest Practicable Date.

(2)        Thomas Sweet-Escott does not directly hold any interests in Ordinary Shares but holds an indirect interest due to his interest in Exponent Private Equity.

(3)        Save as disclosed above, no Director has any interest in the share capital of the Company as at the Latest Practicable Date and there have been no changes in Directors' interests between the Latest Practicable Date and the date of this statement.

(4)        Greig Thomas also holds options to subscribe for 616,197 Ordinary Shares pursuant to the HSS 2015 Long Term Incentive Plan.

-Ends-

Notes to editors

On 28 November 2025 HSS Hire Group plc was renamed ProService Building Services Marketplace plc (ticker symbol PRO.L) ("ProService"). ProService is the leading Digital marketplace business focused on buyer and seller acquisition in the building services sector. Technology driven, scalable and uniquely differentiated. Wide range of building services, including hire, resale, materials, training and more. For more information, please see www.hssproservice.com.

For further information, please contact:

The person responsible for arranging the release of this announcement on behalf of PRO is Daniel Joll, Company Secretary.

Important Notices

Forward looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on intentions, beliefs or current expectations and projections about future events, and concerning, among other things, the business, results of operations, prospects, growth and strategies of the Company 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. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "goals", "intends", "anticipates", "believes", "targets", "aims", "hopes", "continues" or "projects". Words or terms of similar substance or the negative thereof, are forward-looking statements, as well as 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. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements include statements relating to: (a) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies and the expansion and growth of the Company's operations; and (c) the effects of economic conditions on the Company's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of the Company to differ materially from its expectations include, among other things, general political, business and economic conditions, industry and market trends, competition, changes in government and changes in law, regulation and policy, including in relation to taxation, as well as political and economic uncertainty stakeholder perception of the Company and/or the sectors or markets in which it operates. Such forward-looking statements should therefore be construed in light of such factors. Any information contained in this statement on the price at which shares or other securities in the Company have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.

Neither the Company nor any of its 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, which speak only as at the date of this announcement.

Other than in accordance with its legal or regulatory obligations (including under the AIM Rules for Companies, the Disclosure Guidance and Transparency Rules and UK MAR), neither the Company nor its financial advisers are under any obligation to, and each of the Company and its financial advisers 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.

No profit forecast

Unless otherwise stated within this announcement, no statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, for PRO, as appropriate, for the current or future financial years will necessarily match or exceed the historical published earnings, earnings per share or income for the Company.

Pro forma financial information

The pro forma financial information in this announcement is for information purposes only and is not a projection of future financial performance and should not be considered indicative of actual results should the Proposed Refinancing be consummated.

Cautionary statement

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement has been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

Important Information

FTI Financial Services Limited ("FTI"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for PRO, and for no-one else, as financial adviser to PRO in connection with the Refinancing and will not be responsible to anyone other than PRO for providing the protections afforded to its clients or for providing advice to any other person in relation to the Refinancing, the content of this announcement or any other matters described in this announcement. To the fullest extent permitted by law, neither FTI nor any of its affiliates assumes any responsibility whatsoever for or makes any representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with PRO, the Group, or the Refinancing. FTI and its affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for PRO, and for no-one else, as nominated adviser to PRO in connection with the Refinancing and will not be responsible to anyone other than PRO for providing the protections afforded to its clients or for providing advice to any other person in relation to the Refinancing, the content of this announcement or any other matters described in this announcement. To the fullest extent permitted by law, neither Canaccord nor any of its affiliates assumes any responsibility whatsoever for or makes any representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with PRO or the Refinancing. Canaccord and its affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.

ADDITIONAL INFORMATION

Expected timetable of principal events

Notes

1.     Each of the times and dates set out above is based on current expectations and is subject to change. If any of the above times and/or dates is changed, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

2.     All references in this announcement are to times are to London time unless otherwise stated.

3.     The above timetable assumes there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.

Statistics

CONVERTIBLE LOAN NOTE STATISTICS

Notes:

1.     This figure is subject to anti-dilution adjustments pursuant to the terms of the CLN Instrument.

2.     Assuming full Conversion of all outstanding Convertible Loan Notes at the Conversion Price based on the maximum number of Conversion Shares issuable under the CLN Instrument totalling 1,200,000,000 and, for the avoidance of doubt, including additional Conversion Shares as a buffer to cover certain possible scenarios such as an increase in Term SONIA, the Convertible Loan Notes being converted at maturity, and a Qualifying Equity Fundraising and excluding any other increase in the Company's share capital prior to Conversion. The actual amount of Conversion Shares issuable is expected to be lower than this number. This figure is subject to anti-dilution adjustments pursuant to the terms of the CLN Instrument.

Dilution Statistics

Note:

1.     Assuming full Conversion of all outstanding Convertible Loan Notes at the Conversion Price based on the maximum number of Conversion Shares issuable under the CLN Instrument totalling 1,200,000,000 and, for the avoidance of doubt, including additional Conversion Shares as a buffer to cover certain possible scenarios such as an increase in Term SONIA, the Convertible Loan Notes being converted at maturity, and a Qualifying Equity Fundraising and any other increase in the Company's share capital prior to Conversion. The actual amount of Conversion Shares issuable is expected to be lower than this number. This figure is subject to anti-dilution adjustments pursuant to the terms of the CLN Instrument.

Asset Based Lending Statistics

Definitions

In this statement, where the context permits, the expressions set out below shall bear the following meanings: