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Redcentric plc announced on 19 June 2026 a proposed Tender Offer to return up to £90 million to shareholders at a price of £1.60 per Ordinary Share, representing a 30.9% premium. Shareholders have a Basic Entitlement to tender approximately 35.3% of their Ordinary Shares, up to a maximum of 56,250,000 shares. The company also proposed a Share Capital Restructure, comprising a 20 for 1 share consolidation followed by a 1 for 20 sub-division, with both proposals requiring shareholder approval at a General Meeting on 7 July 2026.
| Date | 19 Jun 2026 |
| Time | 07:00:03 |
| Category | Capital structure |
| ID | 9200I |
19 June 2026
Redcentric plc
('Redcentric', the 'Company' or the 'Group')
Proposed Tender Offer for up to £90 million
Share Capital Restructure
Notice of General Meeting
Redcentric plc (LSE: RCN), a leading UK IT managed services provider ('MSP'), is pleased to announce a proposed Tender Offer of up to £90 million together with a Share Capital Restructure. To this end, a circular (the 'Circular') is being posted to Shareholders today setting out the background to and reasons for the proposed Tender Offer and the Share Capital Restructure as well as containing the Notice of General Meeting.
The General Meeting will be held at 10.30 a.m. on 7 July 2026 at the Company's registered office at Central House, Beckwith Knowle, Harrogate, North Yorkshire HG3 1UG. A copy of the Circular is also available on the Company's website at https://www.redcentricplc.com/investors.
Unless otherwise defined, capitalised terms in this announcement shall have the same meaning as defined in the Circular.
Highlights
· The Company is proposing to return up to £90 million to Shareholders by way of a Tender Offer;
· The Tender Price is £1.60 per Ordinary Share, representing a Premium of approximately 30.9 per cent to the price of an Ordinary Share on the day before this announcement;
· Pursuant to the Tender Offer, Shareholders will have a Basic Entitlement to tender approximately 35.3 per cent. of the Ordinary Shares held by them. However, Shareholders can decide whether they want to tender any or all of their Ordinary Shares in the Tender Offer;
· The maximum aggregate number of Ordinary Shares available to be purchased under the Tender Offer is 56,250,000 Ordinary Shares (representing approximately 35.3 per cent. of the Company's issued Ordinary Share capital as at 11 June 2026 (being the latest practicable date prior to the publication of the Circular)) (such number of shares being the 'Tender Offer Maximum');
· In addition, the Directors believe that it is in the best interests of the Company and its Shareholders to put forward proposals to implement a share capital restructuring which will enable an efficient exit of a large number of minority Shareholders holding less than 20 Ordinary Shares as well as significantly reduce the ongoing administrative burden and cost to the Company;
· Subject to approval by Shareholders, shortly following completion of the Tender Offer, the Company will undertake a 20 for 1 share consolidation immediately followed by a 1 for 20 sub-division;
· The Directors consider that the Tender Offer, the Share Capital Restructure and the Resolutions to be proposed at the General Meeting to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions at the General Meeting.
Richard McGuire, Chairman, commented: "The Board is delighted to propose a return of up to £90 million to Shareholders through the Tender Offer at £1.60 per share. Together with the proposed Share Capital Restructure, this demonstrates our commitment to delivering value while simplifying the share register and reducing future costs. They provide an opportunity for those wishing to realise value, while leaving Redcentric strongly capitalised to pursue its MSP growth strategy."
- Ends -
For further information:
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Redcentric plc Richard McGuire, Chairman Michelle Senecal De Fonseca, CEO Tim Sykes, CFO |
via Burson Buchanan |
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Cavendish Capital Markets Limited - Nomad and Broker Marc Milmo / Callum Davidson (Corporate Finance) Andrew Burdis / Sunila de Silva (ECM) |
Tel: +44 (0) 20 7220 0500 |
For media enquiries:
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Burson Buchanan - Financial Communications Henry Harrison-Topham / Jamie Hooper / Toto Berger |
Tel: +44 (0) 20 7466 5000 |
Notes to Editors:
Redcentric has a strong track record in delivering IT managed services provision that empowers businesses to scale, innovate and grow in a rapidly evolving digital landscape. As technology continues to advance the Company's goal is to be the go-to-all-in-one infrastructure and managed IT service provider for customers of all sizes offering an unmatched range of products and solutions.
The Company's MSP division serves the private and public sectors with all their IT requirements. The MSP division acts as an outsourced IT department, handling day to day maintenance and security of customers' IT infrastructures. This allows customers to improve security and efficiency and focus on growing their core businesses.
From infrastructure management and cloud services to cybersecurity and data analytics, Redcentric has a comprehensive suite of solutions designed to meet the diverse needs of modern businesses.
For additional information please visit www.redcentricplc.com
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1. BACKGROUND TO AND REASONS FOR THE PROPOSALS
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1.1. The Tender Offer |
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On 24 April 2026, the Company published a circular to shareholders (the 'April Circular') in connection with a proposed reduction of the Company's share premium account (being, the Capital Reduction). The resolution approving the Capital Reduction was duly passed at a general meeting of the Company held on 13 May 2026. The Capital Reduction remains subject to confirmation by the Court at the Final Court Hearing and the subsequent delivery to, and registration by, the Registrar of Companies of the Court Order. The Final Court Hearing is scheduled for 30 June 2026 and it is anticipated that registration of the Capital Reduction, being the Capital Reduction Effective Date, will occur no later than 3 July 2026. Subject to any arrangements required for the protection of creditors and any direction given by the Court in confirming the Capital Reduction, the amount of distributable reserves arising from the Capital Reduction is expected to be approximately £75.8 million.
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On 1 May 2026, the Company announced the completion of the sale of the Data Centre Business (the 'Disposal'). An initial payment of £115.4 million was received by the Company on 30 April 2026 and the remaining consideration, which the Board continues to expect will be approximately £7.4 million (subject to post-completion adjustments), is anticipated to be received by 31 July 2026.
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Following completion of the Disposal, the Group's business comprises solely the MSP Business. Having regard to the reduced size of the Group, the quantum of the net sale proceeds of the Disposal, the anticipated new banking facilities for the Group and the capital needs of the MSP Business, the Board considers that the Company has material funds surplus to its ongoing requirements. The Board therefore believes that now is an appropriate time to return capital to shareholders by way of the Tender Offer. The intended Capital Reduction further provides the flexibility and headroom to enable a Tender Offer of up to £90 million.
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In determining the level of cash available to be returned to Shareholders, the Board has taken account of the Company's anticipated distributable reserves following completion of the Capital Reduction, together with the level of funding required within the Group to meet its working capital needs and to support the ongoing operations and growth of the MSP Business.
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The Tender Offer is conditional upon the Capital Reduction becoming effective. The Board considers that the Capital Reduction is necessary to ensure that the Company has sufficient distributable reserves and flexibility to implement the Tender Offer in accordance with applicable legal requirements.
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The Tender Price of £1.60 per Ordinary Share has been determined by the Board and reflects what it considers to be an appropriate valuation of the Group's continuing MSP business.
The Board applied cautious earnings multiples to the MSP Business's recent and forecast financial performance. For context, the MSP division delivered (unaudited) adjusted EBITDA of approximately £17.5 million for the financial year ended 31 March 2026 on revenues of approximately £132.1 million, with a high proportion of recurring revenue (c.88%) providing strong visibility and resilience.
The multiples used are at the lower end of the range observed for comparable UK-listed and private MSP businesses reflecting the attractive characteristics of recurring revenue models, high gross margins (c.61%), and growth potential in cloud, cybersecurity, and managed IT services. The Board believes this approach results in a price that is both attractive to shareholders wishing to realise value and fair to those who wish to remain invested in the Company's future prospects.
This evaluation also takes into account the Group's strong balance sheet position following the completion of the Data Centre disposal, reduced net debt, and the capital requirements for the ongoing MSP growth strategy.
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Whilst the Board recognises that many Shareholders may wish to continue their investment in the Company, the Tender Offer provides an opportunity for those Shareholders (other than Restricted Shareholders) who wish to realise part of their investment in the Company to do so by tendering their Basic Entitlement, being 35.3 per cent. of the Ordinary Shares they hold as at the Tender Record Date or, if a Shareholder holds two Shares, they can tender both. In addition, Shareholders may tender in excess of their Basic Entitlement and may be able to realise part or all of such excess application over their Basic Entitlement through the Tender Offer to the extent that other Shareholders do not tender any of their Ordinary Shares or tender less than their Basic Entitlement. Each portion of any individual tenders in excess of the Basic Entitlement will be satisfied pro rata in proportion to the aggregate tender excess over the Basic Entitlement validly tendered by Shareholders, rounded down to the nearest whole number of Ordinary Shares.
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The Tender Offer requires the passing of a special resolution at the General Meeting to authorise the purchase by the Company of its Ordinary Shares.
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Due to certain of the dates in the Court timetable being unknown at the date of publication of this Document, the Tender Record Date and the Tender Offer Closing Date cannot be ascertained at this stage. The Company will notify Shareholders of the Tender Record Date, the Tender Offer Closing Date and any other related dates in the timetable through a Regulatory Information Service as soon as possible and, in any event, by 1.00 p.m. on the Business Day following registration of the Court Order.
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The Board is satisfied that, following completion of the Tender Offer and assuming the Tender Offer is fully subscribed, the Company will remain an attractive size with sufficient liquidity to pursue the strategies of the MSP Business. Accordingly, the Board believes that these proposals are in the best interests of the Shareholders as a whole. The Board also considers that the Tender Offer represents a flexible and equitable mechanism for returning capital, enabling all Shareholders to participate on the same terms while retaining the ability to maintain their investment in the Company should they so wish.
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1.2. The Share Capital Restructure |
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The Directors have, for some time, been considering ways to reduce the Company's ongoing cost base and rationalise its capital structure whilst, simultaneously, being mindful of opportunities to return value to its shareholders.
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The Directors consider that the Share Capital Restructure is in the best interests of the Company's shareholders as a whole for the following reasons.
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· Efficient exit for minority shareholders: The Company has been a publicly traded company for over 13 years, and during this time, has witnessed a significant increase in the number of small shareholders on its register. In particular, there was a significant increase of small shareholders in 2020 due to the implementation of a compensation scheme by the Company. As at 11 June 2026 (being the latest practicable date prior to this Announcement), of the Company's 8,055 Shareholders, 48.8 per cent. held one Ordinary Share, 83.5 per cent. held fewer than 10 Ordinary Shares and 89 per cent. held fewer than 20 Ordinary Shares. It has come to the attention of the Directors that for Shareholders wishing to sell some or all of their shares, the costs of doing so often exceed the value of those shares or represent a significant proportion of that value, making such sales uneconomical. In light of these factors, the Directors consider the Share Consolidation to represent an efficient exit for minority shareholders holding less than 20 Ordinary Shares. |
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· Company ongoing administration costs: The number of Shareholders which the Company currently has determines certain of the ongoing administration costs incurred by the Company. For example, the costs incurred by the Company with its Registrar and the Company's costs in connection with producing and circulating shareholder documentation such as the annual report and accounts and notice of annual general meeting are directly related to the number of shareholders. The Company estimates that the number of Shareholders will reduce by approximately 89 per cent., from approximately 8,000 Shareholders to approximately 900 shareholders, as a result of the Share Capital Restructure. A reduction in the number of shareholders in the Company is expected to reduce the Company's ongoing administrative costs.
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1.3. Trading update for FY27 |
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Whilst the Group has not yet closed the first quarter of FY27, the early weeks of trading have been in line with the internal plans and budget, and as expected by the Board. As noted in the trading statement of 1 June 2026, the Company has adopted an MSP growth strategy, involving certain strategic investments made in the second half of FY26 which were designed to drive accelerated revenue growth and improved earnings from H2 FY27 and beyond. The Board is optimistic of the Group's prospects. |
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2. DETAILS OF THE TENDER OFFER |
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The Tender Offer will enable those Shareholders (other than Restricted Shareholders) on the Register as at 6.00 p.m. on the Tender Record Date who wish to sell some or all of their Ordinary Shares to elect to do so, subject to the overall limits of the Tender Offer. Shareholders who successfully tender Ordinary Shares will receive the Tender Price per Ordinary Share.
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Under the terms of the Tender Offer, which is being made by Cavendish, Shareholders (other than Restricted Shareholders) will be entitled to tender up to their Basic Entitlement, being 35.3 per cent. of the Ordinary Shares they hold as at the Tender Record Date or, if a Shareholder holds two Shares, they can tender both. Shareholders may also tender some or all of their Ordinary Shares in excess of their Basic Entitlement, but any such excess tenders above the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their aggregate Basic Entitlement.
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Subject to the satisfaction of the Conditions relating to the Tender Offer, Cavendish will purchase, as principal, Ordinary Shares validly tendered under the Tender Offer at the Tender Price up to the Tender Offer Maximum. Following completion of those purchases, the Company has granted a put option to Cavendish which, on exercise, obliges the Company to purchase from Cavendish all relevant Ordinary Shares pursuant to the Repurchase Agreement (the terms of which are summarised below) at the Tender Price by way of an on-market transaction on AIM. The Ordinary Shares which the Company acquires from Cavendish will be cancelled. The repurchase of Ordinary Shares by the Company will be funded from the Company's existing distributable reserves and the additional distributable reserves expected to be created as a result of the Capital Reduction.
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The Tender Offer is subject to the Conditions set out in paragraph 3 of Part 3 of this Document. The Tender Offer may also be terminated in certain circumstances as set out in paragraph 8 of Part 3 of this Document. Shareholders' attention is drawn to Part 3 of the Circular, which, together with the Tender Form in the case of Ordinary Shares held in certificated form, sets out the principal terms and conditions of the Tender Offer, and to Part 4 of the Circular which contains a summary of certain risks associated with the Tender Offer. Details of how Shareholders will be able to tender Ordinary Shares can be found in paragraph 4 of Part 3 of the Circular and some frequently asked questions in relation to the Tender Offer are set out in Part 2 of the Circular.
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Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.
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Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should immediately consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA.
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The Company's authority to repurchase its own Ordinary Shares, which was granted at the last annual general meeting of the Company held on 20 October 2026, in respect of up to 7,952,181 Ordinary Shares, will remain in force and be unaffected by the Tender Offer.
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This letter is not a recommendation for Shareholders to tender their Ordinary Shares under the Tender Offer. Whether or not Shareholders tender their Ordinary Shares will depend on, amongst other things, their own view of the Company's prospects and their own individual circumstances, including their tax position, on which they should seek their own independent advice.
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2.1. Repurchase Agreement |
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The Company and Cavendish entered into a repurchase agreement on 18 June 2026 pursuant to which the Company has granted, subject to the Tender Offer becoming unconditional in all respects and not lapsing or terminating in accordance with its terms, a put option to Cavendish which, on exercise, obliges the Company to purchase from Cavendish such number of Ordinary Shares as Cavendish shall purchase pursuant to the Tender Offer, at an aggregate price equal to the amount paid by Cavendish for its purchase of the tendered Ordinary Shares. The Tender Offer may be terminated if any of the circumstances set out in paragraph 8.1 of Part 3 of the Circular has arisen.
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In acquiring Ordinary Shares pursuant to valid tenders made under the Tender Offer and in selling such Ordinary Shares to the Company, Cavendish will act as principal.
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The Repurchase Agreement contains representations and warranties from the Company in favour of Cavendish and incorporates an indemnity in favour of Cavendish in respect of any liability which it may suffer in relation to its performance under the Tender Offer.
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The Repurchase Agreement, which is stated not to create a relationship of agency between Cavendish and the Company, is governed by and construed in accordance with English law.
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2.2. Restricted Shareholders |
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The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read carefully paragraph 10 of Part 3 of the Circular.
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The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Jurisdictions. Restricted Shareholders are being excluded from the Tender Offer in order to avoid offending applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the Tender Form are not being and must not be mailed or otherwise distributed in or into Restricted Jurisdictions.
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It is the responsibility of all Shareholders other than those resident in the United Kingdom to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.
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3. DETAILS OF THE SHARE CAPITAL RESTRUCTURE |
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The Share Capital Restructure comprises the Share Consolidation and the Share Sub-division, further details and illustrative examples of which are set out below and in the Circular. The Share Capital Restructure will be undertaken following completion of the Tender Offer and, accordingly, may not be relevant to Shareholders who ultimately will have sold all of their Ordinary Shares under the Tender Offer.
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3.1. Share Consolidation |
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The effect of the Share Consolidation will be that every 20 Ordinary Shares will be replaced by one Post-Consolidation Ordinary Share.
As the Company cannot issue fractions of shares, no Shareholder will be entitled to a fraction of a Post-Consolidation Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of Post-Consolidation Ordinary Shares. As a result, Shareholders who hold fewer than 20 Ordinary Shares at the Share Capital Restructure Record Date will not be entitled to any Post-Consolidation Ordinary Shares in connection with the Share Consolidation and will, therefore, cease to be a shareholder of the Company following the Share Consolidation with their Ordinary Shares being acquired by the Company as set out in paragraph 5.3 of Part 1 of the Circular. Shareholders who hold fewer than 20 Ordinary Shares as at the date of the Circular but wish to remain a shareholder of the Company following the Share Consolidation may, prior to the Share Capital Restructure Record Date, purchase such number of Ordinary Shares as is necessary to increase their holding of Ordinary Shares to 20 or a multiple thereof.
As at 11 June 2026 (being the latest practicable date prior to the date of this Document), there were 159,321,733 Ordinary Shares in issue. Due to the proposed Tender Offer, the Board is unable to determine as at the date of the Circular the issued share capital of the Company on the Share Capital Restructure Record Date.
To facilitate the Share Capital Restructure, the Board proposes that the Company shall issue the Additional Ordinary Shares (of which there will be less than 20), but not issue any further Ordinary Shares, prior to the Share Capital Restructure Record Date, so that the total number of issued Ordinary Shares as at the Share Capital Restructure Record Date (and immediately prior to the Share Capital Restructure) is exactly divisible by 20. These Additional Ordinary Shares would be issued to one of the Directors immediately prior to the Share Capital Restructure Record Date), and would represent part of an entitlement to a fraction of a New Ordinary Share on the Share Capital Restructure, which fractional entitlement would be dealt with pursuant to the arrangements for fractional entitlements described at paragraph 5.3 of Part 1 of the Circular. Due to the proposed Tender Offer, the Board is unable to determine as at the date of the Circular the number of Additional Ordinary Shares to be issued (but which, for the avoidance of doubt, will be less than 20). |
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As all ordinary shareholdings in the Company will be consolidated as part of the Share Consolidation, Shareholders' percentage holdings in the issued share capital of the Company will, save for changes connected to fractional entitlements (in respect of which, Shareholders should refer to paragraph 5.3 of Part 1 of the Circular), remain unchanged following the Share Consolidation.
3.2. Share Sub-division
The effect of the Share Sub-division will be that each Post-Consolidation Ordinary Share will be replaced by 20 New Ordinary Shares.
The Share Sub-division is subject to, and conditional on, the Share Consolidation taking place and will take place immediately following the Share Consolidation. Shareholders whose Ordinary Shares have been acquired by the Company in accordance with paragraph 5.3 of the Circular and have ceased to be shareholders of the Company as a result of the Share Consolidation will, therefore, not be party to the Share Sub-division and, for the avoidance of doubt, will not receive New Ordinary Shares following the Share Sub-division.
No fractional entitlements will arise as a results of the Share-Sub-division, therefore, Post-Share Capital Restructure Shareholders' percentage holdings in the issued share capital of the Company will remain unchanged between the Share Consolidation and the Share Sub-division.
3.3. Fractional entitlements
Fractional entitlements arising from the Share Consolidation will be aggregated and sold on behalf of the relevant Shareholders. At the point of sale, the Share Sub-division will have taken place and, as a result, such fractional entitlements will be represented by New Ordinary Shares (not Post-Consolidation Ordinary Shares).
The Company will carry out an on-market buy back of the New Ordinary Shares which represent fractional entitlements, as soon as practicable following Admission. The acquisition of the New Ordinary Shares which represent fractional entitlements by the Company will be at a price of £1.60 per relevant New Ordinary Share, being the same price as the Tender Price. This price has been determined in order to ensure that Shareholders receive the same effective value per Ordinary Share for any fractional entitlement arising from the Share Consolidation as they would under the Tender Offer.
The proceeds of the sale of New Ordinary Shares representing fractional entitlements will be paid in due proportion to the relevant Shareholders. The Company will bear the costs of any expenses and/or commission associated with such sale (including any related VAT).
Payment of amounts representing fractional entitlements (where applicable) is expected to be within 10 Business Days of Admission of the New Ordinary Shares. Shareholders who hold their shares through CREST will receive any fractional entitlement payment via their CREST accounts, whilst Shareholders who hold certificated shares will receive any fractional entitlement payment by cheque. Payment will be in pounds sterling only.
The Company will use all reasonable endeavours to ensure that such payments are made to the relevant Shareholders. However, subject to applicable law (including the Articles), if any such amounts remain unclaimed fora reasonable period (as determined by the Board) following despatch, the Company reserves the right to donate such unclaimed amounts to charity.
3.4. Admission and New Ordinary Shares
If the Share Capital Restructure is approved by Shareholders, application will be made in accordance with the AIM Rules for the New Ordinary Shares to be admitted to trading on AIM with dealings expected to commence at 8.00 a.m. on the date which is one Business Day after the Share Capital Restructure Record Date. The Share Capital Restructure in its entirety is conditional on such Admission. The New Ordinary Shares will be admitted to trading in the same way as the Ordinary Shares and the New Ordinary Shares will be equivalent in all respects to the Ordinary Shares, including their dividend, voting and other rights.
Following the Share Capital Restructure, all mandates and other instructions, including communication preferences, given to the Company by Ordinary Shareholders who will remain shareholders of the Company and subsisting at the Share Capital Restructure Record Date shall, unless and until they are revoked, be deemed to be valid and effective mandates or instructions in relation to the New Ordinary Shares.
The Company will also apply for the New Ordinary Shares to be admitted to CREST with effect from Admission so that general market transactions in the New Ordinary Shares may be settled within the CREST system. Shareholders whose holdings of Ordinary Shares are registered in CREST will have any New Ordinary Shares credited to their respective CREST accounts under ISIN GB00BVV5L858. This will take place as soon as practicable after 8.00 a.m. on the date which is one Business Day after the Share Capital Restructure Record Date.
4. General Meeting
Each of the Tender Offer and the Share Capital Restructure is subject to Shareholder approval. A notice convening the General Meeting which is to be held at the Company's registered office at Central House, Beckwith Knowle, Harrogate, North Yorkshire HG3 1UG on 7 July 2026 at 10.30 a.m. is set out in the Circular.
5. Irrevocable Undertakings AND LETTERS OF INTENTION
Each of Richard McGuire, John Radziwill, Alan Aubrey and Kestrel Partners LLP ('Kestrel') has given an irrevocable undertaking to the Company to vote, or procure the voting of, in favour of the Resolutions at the General Meeting. In addition, Kestrel has also undertaken to tender, or procure the tender of, not less than its Basic Entitlement. As at 11 June 2026 (being the latest practicable date prior to the publication of this Announcement) Richard McGuire, John Radziwill, Alan Aubrey and Kestrel have, in aggregate, an interest in 57,989,573 Ordinary Shares representing 36.40 per cent. of the issued share capital of the Company.
Lombard Odier Asset Management (Europe) Limited ('Lombard') has given an irrevocable undertaking to the Company to tender, or procure the tender of, not less than its Basic Entitlement. Lombard has also indicated its current intention to vote in favour of the Resolutions. As at 11 June 2026 (being the latest practicable date prior to the publication of this Announcement) Lombard has an interest in 34,071,264 Ordinary Shares representing 21.39 per cent. of the issued share capital of the Company.
Accordingly, the Company has received indications of support to vote in favour of the Resolutions from Shareholders who have an aggregate interest in Ordinary Shares of 92,060,837 (representing 57.78 per cent. of the issued share capital of the Company as at 11 June 2026).
6. Recommendation
The Directors consider that the Tender Offer, the Share Capital Restructure and the Resolutions to be proposed at the General Meeting to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors are unanimously recommending that Shareholders vote in favour of the Resolutions at the General Meeting.
The Board makes no recommendation to Shareholders as to whether or not they should tender all or any of their Ordinary Shares in the Tender Offer. Whether or not Shareholders decide to tender their Ordinary Shares will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own individual financial and tax circumstances and investment objectives.
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Appendix I
Expected Timetable
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Event
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Time and/or date(1)(2) |
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Publication and posting of this Document and Tender Offer opens |
19 June 2026 |
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Final Court Hearing |
30 June 2026(3) |
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Expected date of the Capital Reduction becoming effective |
on or prior to 3 July 2026 |
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Latest time and date for receipt of proxy appointments from Shareholders |
10.30 a.m. on 3 July 2026 |
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General Meeting |
10.30 a.m. on 7 July 2026 |
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Results of General Meeting announced |
by 6 p.m. on 7 July 2026 |
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Latest time and date for receipt of Tender Forms and submission of TTE Instructions from Shareholders (being, the Tender Offer Closing Date) |
1.00 p.m. on the date which is 10 Business Days after the Capital Reduction Effective Date |
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Record date and time for the Tender Offer |
6.00 p.m. on the date which is 10 Business Days after the Capital Reduction Effective Date |
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Announcement of results of the Tender Offer elections |
the date which is one Business Day after the Tender Offer Closing Date |
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Purchase Date for the Tender Offer |
the date which is three Business Days after the Tender Offer Closing Date |
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Record date and time in respect of the Share Consolidation and Share Sub-division (being, the Share Capital Restructure Record Date) |
6.00 p.m. on the date which is five Business Days after the Tender Offer Closing Date |
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Admission to AIM of New Ordinary Shares |
8.00 a.m. on the date which is one Business Day after the Share Capital Restructure Record Date |
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Date CREST accounts credited with New Ordinary Shares |
8.00 a.m. on the date which is one Business Day after the Share Capital Restructure Record Date |
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CREST Settlement Date: payments through CREST made and CREST accounts settled in respect of Tender Offer |
the date which is ten Business Days after the Tender Offer Closing Date |
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Cheques despatched to certificated Shareholders in respect of Tender Offer |
the date which is ten Business Days after the Tender Offer Closing Date |
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Expected date of dispatch of share certificates in respect of any New Ordinary Shares held in certificated form |
within 10 Business Days of Admission of the New Ordinary Shares |
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Fractional entitlement payment date |
within 10 Business Days of Admission of the New Ordinary Shares |
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Notes:
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1. All of the times referred to in this Document refer to London time, unless otherwise stated. |
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2. Each of the times and dates in the timetable is subject to change. If any of the times and/or dates change, the revised times and./or dates will be notified to Shareholders by an announcement through a Regulatory Information Service. 3. Further details regarding the timing of the Capital Reduction are set out in the shareholder circular published by the Company on 24 April 2026. |
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Appendix II
Share Capital Restructure Statistics
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Number of Ordinary Shares at 11 June 2026 (being the latest practicable date prior to the date of this Document) |
159,321,733(1) |
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Number of Ordinary Shares expected to be in issue at the Share Capital Restructure Record Date |
103,071,740(1)(2) |
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Nominal value of an Ordinary Share |
£0.001 |
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Consolidation ratio |
One Post-Consolidation Ordinary Share(3) for every 20 Ordinary Shares |
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Sub-division ratio |
20 New Ordinary Shares for every one Post-Consolidation Ordinary Share |
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Nominal value of a New Ordinary Share |
£0.001 |
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New ISIN code for the New Ordinary Shares |
GB00BVV5L858 |
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New SEDOL code for the New Ordinary Shares |
BVV5L85
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Note:
1. Including 496 Ordinary Shares held in treasury
2. This assumes that the Tender Offer is subscribed in full and seven Additional Ordinary shares are allotted for the purpose of ensuring that the total number of Ordinary Shares in issue at the Share Capital Restructure Record Date shall be exactly divisible by 20. The actual number will be subject to the number of Ordinary Shares participating in the Tender Offer and will be announced following the closing of the Tender Offer.
3. For the avoidance of doubt, only New Ordinary Shares shall be admitted to trading on AIM. No Post-Consolidation Ordinary Shares shall be admitted to trading on AIM.
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