Strategic Review and Proposed Cancellation

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

28 August 2026

Sutton Harbour Group plc

("Sutton Harbour", the "Company" or the "Group")

Strategic Review

Proposed Cancellation of Admission to Trading on AIM, Re-registration as a Private Company and Adoption of new articles of association

Notice of General Meeting

Introduction 

The Board of Sutton Harbour announces that, following a strategic review, it has begun an orderly disposal of material portions of its asset portfolio to reduce indebtedness and create value for shareholders in the medium term from the asset portfolio, which is not recognised in the Company's share price.

In order to optimise the outcome the Company will, in parallel, implement a cost cutting programme which includes a proposed cancellation of admission to trading on AIM of the Company's ordinary shares ("Cancellation"). Conditional upon the Cancellation becoming effective, the Company will re‑register as a private limited company (the "Re‑registration") and it will adopt new articles of association (the "New Articles").

These proposals are supported by FB Investors LLP ("FB Investors" or the "Controlling Shareholder") and the two largest minority shareholders, details of which are set out further below.

Background

Since the principal investment by FB investors, which completed in January 2018, the Company has had a strategy centred around the residential development of Sugar Quay, the former Plymouth Airport site (the "Former Airport Site"), and the regeneration and operation of the core Sutton Harbour asset. While the Company has delivered the refurbishment and sale of the Old Barbican Market, the development of Harbour Arch Quay, operational efficiencies at the marinas and successful planning consents, the pace of debt reduction has been constrained by external market conditions. This can be explained by the headwinds that the Company has faced which have included high interest rates, COVID-19, post-Brexit supply chain collapses, energy cost increases, and inflation, all of which have resulted in the well documented structural weakness of the UK economy.

At an operating level, property developments have also faced local government inertia, and tougher regulation, (for example the two-staircase rule under fire safety regulations in new buildings over 18 metres), which have increased project financing costs and extended timelines. These factors have meant that the anticipated residential developments and exciting regeneration projects for the ocean city of Plymouth, which were the vision of the Executive Chairman, have become uneconomic in the current cycle, deferring potential value the Board still expects these sites to deliver. Over recent years, the Group has been reliant upon a related party loan (the "Related Party Loan") from Beinhaker Design Services Limited ("BDSL"), a company controlled by the Beinhaker family and a member of FB Investors, and as a result Group indebtedness has increased.

The Board of Sutton Harbour continues to progress its plans to refinance the Company's secured debt ("Senior Debt") and remains in regular contact with National Westminster Bank (the "Bank"), which is supportive of the Board's asset disposal strategy. The current facility with the Bank expires on 30 December 2026, and following initial property portfolio disposals, a reduced replacement debt financing will be sought to fund the Company after 2026.

Meanwhile BDSL has, subject to certain conditions, indicated its willingness to continue to support the Company as it manages its liquidity through the annual cycle.

The Group's indebtedness at 31 July 2026 was as follows:

* During August 2026 further bank loan repayments totalling £2.520m have been made following the completions of property disposals in the month thereby reducing Senior Bank Debt to £14.913m as at 28 August 2026.

** Interest is accrued at 10% per annum calculated on a quarterly basis and rolled into the loan balance owed. The Related Party Loan is currently unsecured. Under the terms of the new Shareholders' Agreement (as defined below), the Company will use its reasonable commercial endeavours to put in place second ranked security in respect of the Related Party Loan.

Property Portfolio Update

The independent annual property asset valuation as at 31 March 2026 was announced on 3 June 2026. The aggregate valuation of the Company's property portfolio was £45.72m (31 March 2025: £48.47m, excluding properties sold between 1 April 2025 and 31 March 2026). Since then agreement has been reached to sell a number of smaller properties including North Quay House, with completions to date amounting to £4.735m.

Strategic Review

In light of the risks associated with property development in the current economic climate and the requirement to refinance the Senior Debt, the Directors have considered the strategic future of the Company. The long-term prospects for Plymouth are attractive in the context of the Ministry of Defence commitment to invest in Devonport over 10 years to support and maintain the Royal Navy's submarine facilities. In the medium and short term, however, the Board believes that the Company will be unable to materially reduce its indebtedness through the sale of developments and faces a rising cost of capital and other expenses. For a number of years, Sutton Harbour's share price has not reflected the underlying value of the Company's asset portfolio. The Directors have therefore concluded that a medium term orderly disposal of material portions of its asset portfolio will allow the Group to pay off its debts, which is necessary to protect, and ultimately crystalise, the equity value within its portfolio. The Directors intend to return the net value realised to shareholders as part of the process.

The primary focus of the management team will be the disposal of those assets necessary for the retirement of the indebtedness and the resolution of the complex set of circumstances facing both the corporate structure and a number of key Company assets. There can be no certainty as to the value achieved for assets in a sale and the Directors believe that to realise value for shareholders the process is unlikely to complete in the short term. Once the Senior Debt (or any facility which replaces it) and the Related Party Loan have been repaid, it is intended that any surplus cash realised from further disposals will be distributed to shareholders as soon as practicable.

Proposed Cancellation of Admission to Trading on AIM

The Board intends to seek shareholder approval for the cancellation of admission to trading of the Company's ordinary shares on AIM. As set out above, for a number of years the Company's share price has traded at a significant discount to the underlying net value of the property assets held by the Company and as a result the trading volume of the Company's ordinary shares has declined, which has in turn led to lower share prices, and prevents the issue of new shares without dilution of value to existing shareholders, making, in the view of the Board, public equity markets unsuitable for the Company's future funding needs.

In light of the strategic review, the Directors consider that in balance, the cost of being quoted, which amounts to approximately £200,000 per annum (including indirect costs associated with compliance with the AIM Rules for Companies of the London Stock Exchange (the "AIM Rules")), is disproportionate to the benefit; the Board therefore believes that the Company's future can be more effectively pursued as a private company with a simplified governance structure.

The key savings to be made as a result of the Cancellation will include the elimination of Stock Exchange fees, nominated adviser and broker fees, and a reduction in professional service fees (legal, valuation and audit), insurance and administrative costs.

In addition, as an AIM quoted company, a disposal of assets may require shareholder approval. The anticipated orderly disposal process for the debt retirement would likely require shareholder approval for certain large disposals which would be costly and, in the opinion of the Directors, represents a use of shareholders' funds which might otherwise be preserved. Following the Cancellation the AIM Rules will no longer apply to the Company and these associated expenses can be avoided.

Finally, if the Company is delisted it will no longer be required to make disclosures under the AIM Rules and UK Market Abuse Regulations ("MAR"); the Directors believe that the timing of public disclosures can, from time to time, disadvantage the Company in commercial negotiations.

Consequently, the Board has concluded that the Cancellation is in the best interests of the Company and its shareholders as a whole.

Under the AIM Rules, the Cancellation must be approved by shareholders holding not less than 75% of votes cast by shareholders at a general meeting ("General Meeting"). Accordingly, a notice of General Meeting (the "Notice of General Meeting") with a special resolution (the "Cancellation Resolution") to approve the Cancellation will be sent to shareholders shortly. The Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution.

If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in the Company's ordinary shares ("Ordinary Shares") on AIM will be 29 September 2026 and that the Cancellation will take effect at 7.00 a.m. on 30 September 2026.

If the Cancellation becomes effective, Strand Hanson will cease to be the nominated adviser of the Company pursuant to the AIM Rules and the Company will no longer be required to comply with the AIM Rules. However, the Company will remain subject to the UK City Code on Takeovers and Mergers (the "Code") for a period of two years after the Cancellation, details of which are set out below. The principal effects of the Cancellation are summarised further below.

Other Cost Savings

The Company's operations are run efficiently but some cost savings will be achieved primarily through reduced Board and senior management fees, lower listing-related overheads and greater efficiency of operations. The head office will move to be co-located with the Plymouth Fisheries, freeing up a small waterfront office space for rent to a third party. A reduction in fees charged by Directors and senior management will save the Company over £100,000 on an annualised basis initially, with a further reduction in March 2027 whereupon savings of approximately £200,000 per annum will be made, compared to 2025.

Re‑registration as a private limited company

Subject to the Cancellation becoming effective, the Directors propose that the Company be re‑registered as a private limited company under the Companies Act 2006. The Re‑registration will:

·      align the Company's legal status with its operational and strategic requirements;

·      permit a more flexible and cost‑effective governance framework;

·      allow the adoption of the New Articles, which are more appropriate for a private company; and

·      remove provisions in the existing articles that are only relevant to a publicly traded company.

The Re‑registration will take effect once Companies House issues a certificate of re‑registration, at which point the Company's name will change to Sutton Harbour Group Limited.

Following the Cancellation and the Re‑registration, the Ordinary Shares will no longer be held, transferred or settled in CREST. CREST is the electronic settlement system operated by Euroclear UK & International Limited which enables shares to be held and transferred in uncertificated form. Euroclear UK & International Limited will issue the relevant notices to CREST participants confirming the disabling of the Ordinary Shares in CREST.

As a result of the Cancellation becoming effective:

·      the Ordinary Shares will be disabled in CREST;

·      shareholders who currently hold their Ordinary Shares in uncertificated form will receive share certificates evidencing their holdings;

·      all future transfers of Ordinary Shares will need to be effected in certificated form; and

·      settlement of any transfers will take place outside CREST, in accordance with the New Articles.

The Board considers that withdrawal from CREST is a necessary consequence of the Cancellation and the Re‑registration. The New Articles will therefore remove all provisions relating to uncertificated shares and CREST settlement.

Changes to the Articles of Association

Conditional on the Cancellation and Re-registration becoming effective, the Company proposes to adopt the New Articles in substitution for, and to the exclusion of, the Company's existing articles of association. The New Articles will not contain certain of the detailed provisions of the current articles of association which are common for AIM-quoted companies and which will not be necessary for the Company following the Cancellation and Re-registration. The New Articles will, however, contain provisions which will seek to protect the rights of minority shareholders.

The form of the New Articles will be available on the Company's website (https://suttonharbourgroup.com/investors).

In summary, the key minority protections that will be contained in the New Articles, available as a matter of law, or are otherwise to be provided by the Company by agreement with the principal minority shareholders, are set out below:

Information provision to shareholders

The Company shall make available to shareholders on a designated website:

i.    the annual report and accounts;

ii.   details of material disposals made by the Company;

iii.  any other documents or information required to be sent to shareholders under the Companies Act 2006.

Separately, the Directors intend to respond to reasonable requests from shareholders in respect of clarification of information contained in the annual report;

other than where it would:

i.    involve the disclosure of confidential or commercially sensitive information;

ii.   be contrary to the Company's interests; or

iii.  breach any legal or regulatory obligation.

Pre-emption right on a transfer of Ordinary Shares

In the event that a Shareholder wishes to sell Ordinary Shares, such seller will first be required to offer the Ordinary Shares to the Controlling Shareholder.

Drag along / Tag along

The New Articles contain a drag-along right whereby one or more shareholders who agree to sell their Ordinary Shares representing more than 50% of all the Ordinary Shares in issue to a bone fide buyer on arm's length terms, have the right to require the other shareholders to sell their ordinary Shares to that buyer on the same terms.

The New Articles contain a tag-along right whereby if, in one of a series of transactions over a 12-month period, a buyer of Ordinary Shares acquires ownership of more than 50% of the Ordinary Shares, the remaining shareholders may require such party to purchase their shares at the highest price per Ordinary Share paid by it for its Ordinary Shares.

Shareholders' Agreement

The relationship agreement dated 3 May 2023 between FB investors (which is interested in approximately 75.38 % of the issued Ordinary Shares), the Company and Strand Hanson will automatically terminate upon the Cancellation. The relationship agreement formalised certain governance arrangements to reinforce the independence of the Company primarily for the protection of minority shareholders.

The Board considers it appropriate to continue with appropriate similar arrangements following Cancellation, and it has entered into a shareholders' agreement (the "Shareholders' Agreement") with FB investors, Crystal Amber Fund Limited ("Crystal Amber") and Rotolok (Holdings) Limited ("Rotolok"). Crystal Amber and Rotolok, are the two largest minority shareholders in the Company owning 13,978,650 and 7,409,996 Ordinary Shares respectively, amounting in aggregate to approximately 15% of the issued Ordinary Shares. Under the Shareholders' Agreement, Crystal Amber and Rotolok have agreed to vote in favour of the Cancellation, the Re-registration and the adoption of the New Articles. If the Cancellation becomes effective the Controlling Shareholder has agreed that it will not use its voting rights without the consent of Crystal Amber and Rotolok to:

·    Change the New Articles

·    Alter the share capital of the company

·    Declare dividends

·    Change the nature of the business of the Company

·    Change the strategy of the Company

·    Appoint or remove directors that are independent of the Controlling Shareholder

·    Enter into any transaction where a material asset of the Company is transferred to a related party

·    Merge the Company with another business

·    Pass any resolution to wind up the Company

Board Composition

Subject to the Cancellation becoming effective, Joshua Mishkin will join the Board as Chief Operating Officer with a mandate to assist with the implementation the strategy outlined above. Mr Mishkin has been involved in the senior management of the business for a number of years and has played an important role in delivering recent disposals. Mr Mishkin is connected to the Beinhaker family and therefore will not be considered independent. Following the Cancellation and the appointment of Mr Mishkin, the Board will comprise three members of the Beinhaker Family with Philip Beinhaker (who is currently Executive Chairman) becoming non-executive Chairman, Corey Beinhaker as CEO and Joshua Mishkin as COO. The independent directors will continue to be Natasha Gadsdon, Chief Financial Officer, Sean Swales, a representative of Rotolok, and Paul Shackleton, Senior Independent Director. In order to maintain Board independence, the Chairman will not have a casting vote in the event that the Board is evenly split on a particular issue.

Principal Effects of the Cancellation and Re-registration

The principal effects of the Cancellation and Re-registration are set out below.

There will be no formal market mechanism enabling the shareholders to trade Ordinary Shares. No recognised market or trading facility is intended to be put in place to facilitate the trading of the Ordinary Shares post Cancellation (save as described below in the section on Transactions in Ordinary Shares following the Cancellation, which will provide a limited mechanism to facilitate the trading of Ordinary Shares off market). No price will be publicly quoted for the Ordinary Shares and the transfer of Ordinary Shares will be subject to the provisions of the New Articles.

It is likely that the liquidity and marketability of the Ordinary Shares will, in the future, be more constrained than at present and the value of such Ordinary Shares may be adversely affected as a consequence.

In the absence of a formal market and quote, it may be more difficult for shareholders to determine the market value of their investment in the Company at any given time.

The Company will no longer be subject to MAR which regulates inside information and other matters.

Other than as required by the New Articles, the Company will not be bound to announce material developments as required by the AIM Rules and MAR, such as interim results, final results, substantial transactions, related party transactions certain acquisitions and disposals, and the information maintained on the Company's website under AIM Rule 26. The Company will no longer be required to disclose publicly any change in major shareholdings in the Company as required under the AIM Rules for Companies. Nor will it be required to seek shareholder approval for reverse takeovers and fundamental changes in the Company's business.

However, the Company intends to continue to maintain its website (https://suttonharbourgroup.com/investors) through which updates and material developments may be posted (as deemed necessary or appropriate) and the Directors intend to provide reports and to continue to publish audited annual accounts of the Company.

Strand Hanson will cease to be the Company's nominated adviser and the Company will no longer have a nominated broker.

The Cancellation may have taxation consequences for shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

Following Cancellation becoming effective, the Ordinary Shares will cease to be eligible to be held in an individual savings account and stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer.

The above considerations are not exhaustive, and shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

Transactions in Ordinary Shares following the Cancellation

Following the Cancellation, the Company intends to facilitate trading in its Ordinary Shares by coordinating transfers directly through the Company Secretary. The Directors have considered a third party matched bargain facility, however this would not, in the view of the Board, be cost-effective.

Shareholders wishing to buy or sell Ordinary Shares after the Cancellation should contact the Company Secretary, who will maintain a record of potential buyers and sellers and will assist in arranging introductions between them. Contact details for the Company Secretary for this purpose will be set out on the Company's website following the Cancellation.

The Company Secretary will not operate a formal matched‑bargain facility, and no assurance can be given that shareholders will be able to buy or sell Ordinary Shares at any particular time or price. However, the Directors believe that this arrangement will provide a practical mechanism for shareholders who wish to trade their Ordinary Shares following the Cancellation. Any transfers of Ordinary Shares will be effected in accordance with the New Articles and applicable legal requirements. The New Articles shall give the Controlling Shareholder the pre-emptive right, but not the obligation, to purchase any Ordinary Shares offered through this process; this is a mechanism to ease the administrative burden on the Company by reducing the share register.  This facility shall commence following the Cancellation and shall continue to operate, with no minimum term or intention to terminate it going forwards.

If shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that shareholders approve the Cancellation, it is anticipated that the last day of dealings in Ordinary Shares on AIM will be 29 September 2026 and that the effective date of the Cancellation will be 30 September 2026 at 7.00 a.m.

Takeover Code

The Code applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK multilateral trading facility ("MTF"), or a stock exchange in the Channel Islands or the Isle of Man.

The Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK MTF. The Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.

Accordingly, if the Cancellation is approved by shareholders at the General Meeting and becomes effective, the Code will continue to apply to the Company for a period of two years after the Cancellation, following which the Code will cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash offer will be required to be made to all other shareholders of the Company (in accordance with Rule 9 of the Takeover Code) if either:

- any person acquires an interest in shares which (taken together with the shares in which the person or any person acting in concert with that person is interested) carry 30% of more of the voting rights of the company; or

- any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

FB Investors holds Ordinary Shares carrying more than 50% of the voting rights of the Company. For so long as FB Investors continues to hold more than 50% of the Ordinary Shares, during the period that the Code continues to apply no obligation to make an offer will arise from an acquisition of interests in Ordinary Shares carrying voting rights by any member of the FB Investors concert party. Furthermore, FB Investors will not be restricted from making an offer for the Company unless FB Investors either makes a statement that it does not intend to make an offer or enters into an agreement with the Company not to make an offer. No such statement has been made or agreement entered into as at the date of this announcement.

Brief details of the Takeover Panel, and of the protections afforded by the Code, will be set out in the circular containing the Notice of General Meeting.

Shareholder Circular and General Meeting

A circular containing details of the Cancellation, the Re-registration and the New Articles, together with a notice convening a General Meeting of the Company, will be posted to shareholders shortly and will be made available on the Company's website at (https://suttonharbourgroup.com/investors).

The General Meeting will be held on 22 September 2026 at 9:00 a.m. (BST) at the Company's registered office, Ground Floor, 2B North East Quay, Sutton Harbour, Plymouth, PL4 0BN. At the General Meeting, shareholders will be asked to approve special resolutions to effect the Cancellation, the Re-registration and the adoption of the New Articles (the "Resolutions").

FB Investors is supportive of the Cancellation, although under the provisions of the existing relationship agreement between the FB Investors, the Company and Strand Hanson, FB Investors is restricted from voting on the Cancellation Resolution in respect of their shareholding. However, under the provisions of the Shareholders' Agreement, Crystal Amber and Rotolok, whose shareholdings represent approximately 15% of the Ordinary Shares (and, consequently, approximately 61% of the Ordinary Shares able to be voted on the Cancellation Resolution), have agreed to vote in favour of the Resolutions. Rotolok is connected to Sean Swales, a non-executive director of the Company. Before voting on the Cancellation, you may want to seek independent professional advice from an appropriate independent financial adviser.

FBI Investors are not restricted in their voting on the Re-registration resolution and the Resolution to adopt the New Articles. Such Resolutions are conditional on the Cancellation Resolution being passed. FBI Investors intend to vote in favour of the Re-registration resolution and the Resolution to adopt the New Articles.

Directors' Recommendation

The Directors unanimously believe that the Cancellation, Re-registration and the adoption of New Articles are in the best interests of the Company and its shareholders as a whole and recommend that shareholders vote in favour of the Resolutions at the General Meeting.

Expected timetable of Principal Events                                          2026

For further information, please contact: 

Notes to Editors

Sutton Harbour Group plc (SUH) is an AIM quoted company specialising in marine operations, waterfront regeneration and destination creation in Plymouth and Southwest England.

The Company operates Sutton Harbour Marina, King Point Marina and Plymouth Fisheries. Operational activities include mixed-use lettings, car parking and support services to harbour users, property management and regeneration and asset enhancement.