NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN AUSTRALIA, CANADA, SWITZERLAND, SOUTH KOREA, ISRAEL, SOUTH AFRICA, JAPAN, SINGAPORE AND THE UNITED STATES AND ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM PART OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE OR FORM PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE CAPITAL RAISING. NOTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS WEBSITE AT WWW.VIDENDUM.COM, SUBJECT TO APPLICABLE LAW AND REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

10 March 2026

VIDENDUM plc

Comprehensive Refinancing

Videndum plc ("Videndum" or the "Company", and together with its subsidiaries, the "Group") is pleased to announce the final terms of its comprehensive Refinancing, including a significant equity raise. Following completion of the Refinancing, the Company will have significantly deleveraged its capital structure and materially improved its key credit metrics and believes it will be well positioned to deliver on its business potential.

Key highlights

·      £111.7m reduction in 31 December 2025 pro forma net debt to £31.2m (including £25.8m of finance leases) supported by:

-     Underwritten gross £85m (net c.£78.9m) Firm Placing (96%), Placing and Open Offer (4%) at an Offer Price of 270 pence per New Ordinary Share (equivalent to a pre-Consolidation issue price of 1.35 pence per ordinary share)

-     The equitisation of £23m of Existing RCF debt by Polus Capital in exchange for new equity

-     The write off and release of £15.8m of Existing RCF debt by the Lenders

·      Approximately £60m of ongoing debt facilities with Polus Capital as the main lender

·      The net equity proceeds will be used as follows:

-     £50m pay down of the Existing RCF and pay £6m of fees relating to the lender process

-     The new debt facilities and remaining net proceeds will increase the group's ongoing liquidity and headroom

·      Equity raise upsized from £70m to £85m following signficant demand from institutional investors

·      In the medium term, the Board expects the Group to deliver revenue in excess of £350m and is targeting a mid-teen EBITDA margin

·      For FY26, the Board expects good revenue growth, supported by the introduction of new products in both FY25 and FY26. The Board's expectations for FY26 remain unchanged

·      Shareholder resolutions to approve, inter alia, the issue of the New Ordinary Shares and a Capital Reorganisation, including a share Consolidation to achieve a more appropriate share price for the equity raise and going forward

·      The equity raise and equitisation of Existing RCF debt is expected to complete on 30 March 2026

·      If the Refinancing does not proceed, the Company and its Lenders have agreed in principle to a lender-led alternative transaction. This transaction would preserve the ability of the Group (other than the Company) to trade as a going concern, but would be highly likely to result in no or de minimis recovery for existing shareholders

Stephen Harris, Chairman, said:

"The Board believes the Refinancing is in the best interests of shareholders taken as a whole and other stakeholders. Our markets have been tough but we believe the prospects are there. We've focused the Group's operations, enacted significant self-help actions and have clear strategic levers to improve performance. Videndum is embedded at the heart of content creation, with mission critical products that attach to and support camera systems across professional workflows.

Securing a stable and sustainable financial capital structure enables us to focus on achieving medium term group revenues greater than £350 million, together with a mid-teen EBITDA margin."

The Firm Placing and Placing are being conducted by way of an accelerated bookbuild process, which will be launched immediately following this announcement and is subject to the terms and conditions set out in Appendix III to this announcement (which forms part of this announcement).

Investec is acting as Sponsor, Global Co-ordinator and Sole Bookrunner to Videndum in connection with the Capital Raising.

Prospectus

A prospectus setting out full details of the proposed Capital Reorganisation, Capital Raising and Debt for Equity Conversion (the "Prospectus") is expected to be published on Videndum's website later today. The preceding summary should be read in conjunction with the full text of the following announcement, together with the Prospectus.

Unless the context otherwise requires, words and expressions defined in the Prospectus shall have the same meanings in this announcement.

For further information, please contact:

The person responsible for release of this announcement on behalf of Videndum is Jon Bolton, Company Secretary.

Important notices

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy, fairness or completeness. The information in this announcement is subject to change without notice.

This announcement is not a prospectus (or a prospectus equivalent document) but an advertisement for the purposes of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR") and the Prospectus Rules: Admission to Trading on a Regulated Market of the FCA (the "PRM"). Neither this announcement nor anything contained in it shall form the basis of, or be relied on in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus will provide further details of the New Ordinary Shares being offered pursuant to the Capital Raising.

This announcement (and the information contained herein) is not for release, publication, transmission, forwarding or distribution, directly or indirectly, in whole or in part, in, into or within the United States of America, its territories and possessions, any State of the United States or the District of Columbia (collectively, the "United States"). This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to purchase, subscribe for or otherwise acquire, securities in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. The New Ordinary Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the New Ordinary Shares has been or will be made in the United States. Subject to certain limited exceptions, Application Forms have not been, and will not be, sent to, and Open Offer Entitlements have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is known to be located in the United States. None of the New Ordinary Shares, Open Offer Entitlements, Application Forms, this announcement or any other document connected with the Capital Raising has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares, or the accuracy or adequacy of the Application Forms, this announcement or any other document connected with the Capital Raising. Any representation to the contrary is a criminal offence in the United States.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Ordinary Shares or to take up any entitlements to New Ordinary Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement and the Prospectus is not for release, publication or distribution to persons in Australia, Canada, Switzerland, South Korea, Israel, South Africa, Japan, Singapore and the United States, and any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law or regulation, and, subject to certain exceptions, should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The distribution of this announcement, the Prospectus, the Application Form and the offering or transfer of New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement, the Prospectus, the Application Form and/or any accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Application Forms (once printed) should not be distributed, forwarded to or transmitted in, into or within Australia, Canada, Switzerland, South Korea, Israel, South Africa, Japan, Singapore and the United States, or any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law or regulation.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Notice to all investors

Investec Bank plc ("Investec") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA. Investec is acting exclusively for Videndum and for no one else in connection with the Capital Raising and will not regard any other person as a client in relation to the Capital Raising and neither Investec nor any of its affiliates, subsidiaries or branches will be responsible to anyone other than Videndum for providing the protections afforded to its clients or clients of its affiliates, nor for providing advice in connection with the Capital Raising or any other matter, transaction or arrangement referred to in this announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Videndum and no one else in connection with the Refinancing and will not be responsible to anyone other than Videndum for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Refinancing or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on each of Lazard and Investec by FSMA or the regulatory regime established thereunder, neither Lazard nor Investec nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard or Investec in connection with the Capital Raising, this announcement, any statement contained herein, or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard or Investec by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Lazard nor Investec, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to contents of this announcement or any other information made available to or publicly available to any interested party or its advisers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and any liability therefore is expressly disclaimed. None of the information in this announcement has been independently verified or approved by Lazard, Investec or any of their respective affiliates.

Investec, in accordance with applicable legal and regulatory provisions, may engage in transactions in relation to the New Ordinary Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise. In connection with the Capital Raising, Investec and any of its affiliates, acting as investors for their own accounts, may acquire New Ordinary Shares as a principal position and in that capacity may retain, acquire, subscribe for, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Capital Raising or otherwise. Accordingly, references in this announcement to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, placing or dealing by Investec and any of its affiliates acting as investors for their own accounts. In addition, Investec or its affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which Investec (or its affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares.

In the event that Investec acquires New Ordinary Shares which are not taken up by Qualifying Shareholders, Investec may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, Investec and its affiliates do not propose to make any public disclosure in relation to such transactions.

Information to distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto the New Ordinary Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Forward-looking statements

This announcement contains forward-looking statements, including with respect to financial information, that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. In some cases, forward-looking statements use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or other words of similar meaning.

None of the Company, its officers, advisers or any other person gives 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, in part or in whole.

No undue reliance should be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Company's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. No representation or warranty is made that any forward-looking statement will come to pass. You are advised to read the Prospectus when published and the information incorporated by reference therein in their entirety, and, in particular, the section of the Prospectus headed "Risk Factors", for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements, including statements regarding prospective financial information, in this announcement may not occur. In addition, even if the Group's actual results of operations, financial condition and the development of the business sectors in which it operates are consistent with the forward-looking statements contained in the Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. These statements are not fact and should not be relied on as being necessarily indicative of future results, and readers of this announcement are cautioned not to place undue reliance on the forward-looking statements, including those regarding prospective financial information.

No statement in this announcement is intended as a profit forecast or estimate for any period, and no statement in this announcement should be interpreted to mean that underlying operating profit for the current or future financial years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit, nor that earnings or earnings per share or dividend per share for the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for the Company.

Neither the Company nor Lazard or Investec or their respective affiliates are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including, for the avoidance of doubt, the POATR, the PRM, the UK Listing Rules, UK MAR, FSMA and the Disclosure Guidance and Transparency Rules). Additionally, statements of the intentions or beliefs of the board of directors of the Company reflect the present intentions and beliefs of the board of directors of the Company as at the date of this announcement and may be subject to change as the composition of the board of directors of the Company alters, or as circumstances require.

VIDENDUM PLC

Proposed £85 million underwritten Capital Raising by way of Firm Placing and Placing and Open Offer

Proposed Debt for Equity Conversion

Proposed Capital Reorganisation

Videndum plc ("Videndum" or the "Company", and together with its subsidiaries, the "Group") is pleased to announce the final terms of its comprehensive Refinancing, including a significant equity raise. Following completion of the Refinancing, the Company will have significantly deleveraged its capital structure and materially improved its key credit metrics and believes it will be well positioned to deliver on its business potential.

1.         Introduction to the Capital Raising

Videndum announces today that it proposes to raise gross proceeds of approximately £85 million through a Firm Placing and Placing and Open Offer (the "Capital Raising"). The Capital Raising is being proposed as part of a broader set of Refinancing proposals agreed with the Company's Lenders, comprising the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring, each as described more fully below.

Pursuant to the Capital Raising, 30,186,315 New Ordinary Shares will be issued through the Firm Placing and 1,295,167 New Ordinary Shares will be issued through the Placing and Open Offer, on the basis of 5 New Ordinary Shares for every 400 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date (equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares (subject to rounding for fractions) held by Qualifying Shareholders following completion of the Capital Reorganisation), in each case at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). In addition, 8,123,457 New Ordinary Shares will be issued pursuant to the Debt for Equity Conversion at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising and the Debt for Equity Conversion will be Consolidated Shares.

The Company is currently in a closed period under MAR pending the announcement of the Full Year 2025 Results, which are expected to be released on or around 31 March 2026. Accordingly, while certain Directors and Senior Managers would like to participate in the Capital Raising, they are not currently permitted to do so under MAR. However, the Board recognises the importance of Directors' and Senior Managers' participation for Shareholders and as such, assuming the successful completion of the Capital Raising and the passing of the Director and Senior Manager Subscription Resolutions, the Participating Directors and certain Senior Managers have indicated their intention to subscribe for the Director and Senior Manager Subscription Shares at the Offer Price as soon as they are able to do so.

Taking into account the effect of the Capital Reorganisation, the Offer Price represents a discount of 87% to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date). The Offer Price (and the discount) has been set by the Directors following their assessment of the prevailing market conditions and anticipated demand for the Capital Raising Shares. The Board, having taken appropriate advice from its advisers, believes that the Offer Price (including the discount) is appropriate in the circumstances.

The Firm Placing and the Placing and Open Offer have been fully underwritten by Investec, subject to the conditions set out in the Placing Agreement.

2.         Background to and reasons for the Refinancing

2.1       Company overview

Videndum is a leading global provider of premium branded hardware products and software solutions to the content-creation market. The Group is embedded at the heart of professional content creation, providing mission-critical products which attach to and support camera systems across professional workflows. Its portfolio of industry-recognised brands occupies defensible niches through strong product positioning, innovative technology and, in many cases, leadership in market share, supporting customer stickiness and high switching costs. Customers include professional photographers and videographers; TV broadcasters, production companies and location crews; film and production companies; and live-streaming enterprises.

Videndum's products typically attach to, or support, a camera for broadcast, cinematic, video and photographic applications and are offered as a cohesive package. The portfolio includes camera supports, video transmission systems and monitors, live-streaming solutions, robotic camera systems, prompters, LED lighting, mobile power, carrying solutions, backgrounds, audio capture and noise-reduction equipment. In FY25, revenue was diversified across the Group's three core end-markets, comprising approximately 49% from ICC, approximately 28% from Cine and scripted TV and approximately 23% from Broadcast.

The Group has progressed its strategic and operational initiatives, implementing a two-divisional structure from January 2026 comprising Videndum Production Imaging ("VPI") and Videndum Creative Solutions ("VCS"). Portfolio and cash actions have included the disposal of the consumer-oriented JOBY brand, the transfer of the Amimon intellectual property to VCS and the disposal of the Group's Amimon operation in Israel, alongside inventory reduction of approximately £15 million during FY25 and strengthened governance. Operationally, the Group has rejuvenated its New Product Introduction ("NPI") process (supporting the launch of 22 new product lines), reinstated pricing discipline and advanced margin expansion and efficiency initiatives through procurement-led product cost reduction and improved factory utilisation.

The Group is also simplifying its footprint and reducing duplicated overheads, including through the transfer of manufacturing from Bury St Edmunds (UK) to Feltre (Italy) and Cartago (Costa Rica), the closure of the Ashby-de-la-Zouch site (with manufacturing outsourced or moved to Feltre and storage to Bury St Edmunds), headcount reduction from approximately 1,500 to approximately 1,250 during 2025, the closure of the Group's Australia operations with a transition to a third-party distribution model fulfilled from the Group's China and EU warehouses and simplification of operations in China to lower the cost base. These actions are intended to streamline operations, reduce overheads and support margin restoration as volumes normalise, and have contributed to approximately £15 million of in-year savings in 2025 (with an expected annualised exit run-rate of approximately £19 million by year-end 2025), with a further £8 million targeted in 2026.

Market indicators have begun to improve. In ICC, Support sales have historically tracked Interchangeable Lens Camera sales with a lag of approximately two years and 2025 Interchangeable Lens Camera sales were up double-digits year-on-year, with the Group exiting the consumer end of this market through the sale of JOBY in Q3 2025. In Cine and scripted TV, production starts increased steadily from Q4 2024 to Q3 2025 and current estimates for Q1 2026 are encouraging. In Broadcast, while the market remains broadly flat, the Group is seeing stronger growth in Outside Broadcast and sports coverage.

2.2       Strategic, operational and financial priorities

Strategic priorities

The Group is sharpening its focus on professional content creation, concentrating resources on core professional segments across Broadcast, Cine and scripted TV and pro-ICC, while continuing to exit non-core brands and assets. The strategy includes accelerating innovation in core categories (including improved NPI cadence), consolidating and strengthening R&D activities, exploiting Assistive AI and strengthening go-to-market execution through deeper key customer/channel relationships, increased marketing investment and geographic expansion (including in Asia).

Operational priorities

Management is executing a structured efficiency and simplification programme which seeks to restore margins and improve cash generation. Key actions include implementation of a two-divisional structure from January 2026, footprint simplification and manufacturing consolidation, reinstated pricing discipline (including tighter control of channel discounting and improved coordination of promotional spend), and margin/efficiency initiatives (procurement-led product cost reduction and improved factory utilisation). The cost reduction programme delivered approximately £15 million of in-year savings in FY25, with a further £8 million targeted in FY26, supported by headcount optimisation and tighter discretionary spend.

Financial priorities

Videndum is embedding a focus on cash, costs and liquidity as a core pillar of its financial strategy. The Group is maintaining strict control over operating costs and discretionary spend, with liquidity management treated as a core operational KPI alongside profitability.

The Group's near-term focus is on liquidity, working capital optimisation and deleveraging: inventory reduction has been a key focus area (approximately £15 million reduction during FY25), alongside portfolio/cash actions (including disposals) and disciplined capital allocation. Post-Refinancing, management expects reduced debt-related costs and operating leverage as volumes normalise, and remains focused on sustainable medium-term growth, targeting revenue greater than £350 million and a mid-teen EBITDA margin.

For FY26, the Board expects good revenue growth, supported by the introduction of new products in both FY25 and FY26. The Board's expectations for FY26 remain unchanged.

Looking to the medium term, the Board remains focused on driving sustainable growth and expects the Group to deliver revenue in excess of £350 million, while targeting a mid-teen EBITDA margin. This outlook is expected to be underpinned by a combination of end-market recovery and self-help initiatives, including: (i) normalisation in Cine and scripted TV, supporting demand for the Group's wireless video and monitoring solutions; (ii) continued strength in Outside Broadcast and sports, alongside a broader broadcast automation/robotics and prompting upgrade cycle; (iii) structurally rising pro-creator demand in ICC as camera shipments recover; (iv) an accelerated NPI cadence to stimulate upgrade and replacement cycles; (v) tighter pricing discipline, including more controlled promotional discounting aligned with cost reduction, to support volume recovery without sacrificing mix; and (vi) incremental growth from Asia expansion and increased marketing investment.

2.3       Requirement for the Refinancing

Historic trading

In December 2024, the Company identified that it was at risk of breaching certain financial covenants under the Existing RCF. Following discussions with the Lenders, the Company agreed amendments to the December 2024 covenant levels and the introduction of additional financial covenants in February 2025. As part of these amendments, the Lenders reduced the aggregate commitments available under the Existing RCF from £150 million to £129 million.

Following the end of 2024, the amended December covenant tests were met, and both the February 2025 and March 2025 covenants tests were waived. In April 2025, the Company entered into a further agreement with the Lenders to reset the covenant package and reinstate £10 million of commitments under the Existing RCF, increasing total available liquidity under the Existing RCF to £139 million. This agreement was conditional on: (i) the completion of an equity placing to raise gross proceeds of £6 million; and (ii) certain amendments to the Existing RCF providing the Lenders with enhanced enforcement rights, including, in certain circumstances, the ability to trigger an event of default and enforce security should the Company fail to complete a refinancing or agree an alternative deleveraging plan by October 2025. Given the maturity date of the Existing RCF in August 2026, the Company planned to facilitate a refinancing during 2025 through a private credit process. The Company subsequently completed an equity placing raising approximately £8 million (gross), as announced on 30 April 2025.

The Group subsequently launched a process to fully or partially refinance the Existing RCF in April 2025. Despite the level of effort undertaken, progress was hampered by difficult market conditions and general economic uncertainty, and it was not possible to complete the proposed private credit process. In light of this, the Group held constructive discussions with the Lenders in relation to an alternative deleveraging plan to improve the Company's liquidity and establish a prudent and sustainable capital structure, from which it can implement its strategy going forward.

On 16 October 2025, the Company announced to the market that constructive discussions regarding the deleveraging plan covenant remained ongoing and would require new sources of liquidity, including a combination of disposal proceeds and the raising of new debt and equity. Additionally, the Lenders requested a trailing last twelve-month October EBITDA covenant of £10 million, with the expectation that sufficient progress will be made on the deleveraging plan such that, should trading fall short or the deleveraging plan not be agreed, the Lenders will waive or defer both covenants.

On 23 December 2025, the Company announced that it had agreed in principle with the Lenders and the Company's two largest shareholders the main components of the proposed Refinancing, comprising: (i) a Firm Placing, Placing and Open Offer to raise approximately £70 million (gross); (ii) the equitisation of approximately £23 million of Existing RCF debt by Polus Capital in exchange for new equity pursuant to the Debt for Equity Conversion; (iii) the repayment of approximately £50 million of the Existing RCF from the proceeds of the Capital Raising; and (iv) the restructuring of the remainder of the Existing RCF (including new term loan tranches and the entry into a new three-year Super Senior Facility underwritten by Polus Capital). The Company also announced that all relevant covenant tests under the Existing RCF had been extended or waived, providing the Company with additional time to progress the Refinancing.

Forthcoming, as yet unpublished, Full Year 2025 Results

The Prospectus will include a clean working capital statement, which has been made on the basis that the Refinancing has completed, confirming the working capital available to the Group is sufficient for its present requirements (that is, for at least 12 months following the date of the Prospectus).

The Full Year 2025 Results are currently expected to be published on or around 31 March 2026. While the Full Year 2025 Results and the audit thereof have not been finalised, the Directors expect that, notwithstanding completion of the Refinancing, they (and the Group's auditors, in their corresponding audit opinion) will include a statement of material uncertainty related to going concern in the Full Year 2025 Results, which may cast significant doubt over the Group's ability to continue as a going concern. This statement of material uncertainty will relate to the period which is more than 18 months after the date on which the Full Year 2025 Results are published, and will therefore relate to the period which is more than 18 months after the date of the Prospectus. Accordingly, it will relate to the period which is after the 12-month going concern assessment period in respect of the Full Year 2025 Results and after the 12-month working capital assessment period in respect of the Prospectus. In preparing and/or considering the Full Year 2025 Results, the Directors and the Group's auditors (as applicable) have had regard to paragraph 8.9 of The Financial Reporting Council's Guidance on the Going Concern Basis of Accounting and Related Reporting, issued on 25 February 2025, which states that "the auditor also must inquire about events or conditions beyond the period of the directors' assessment that may cast significant doubt on the company's ability to continue as a going concern. When such events or conditions are identified, the auditor requests the directors to evaluate their potential significance on the going concern assessment".

If the Refinancing successfully completes and the Group trades at the levels modelled in the stress test applied by the Directors and considered by the Group's auditors for the purposes of the going concern assessment in respect of the Full Year 2025 Results, the Group is forecast to have positive liquidity for at least 18 months. However, in this stress test scenario, it is possible that a sale, further restructuring or other fundamental re-organisation of the Group could be required to be implemented more than 18 months after the date of the Full Year 2025 Results, and more than 18 months after the date of the Prospectus. The Directors expect the statement of material uncertainty will be included in the Full Year 2025 Results because, in such circumstances, the Directors may need to consider such actions, and take certain preparatory steps in relation thereto, within the final months of the 18 month period following the date of the Full Year 2025 Results (albeit such actions would not be required to be implemented until more than 18 months after the date of the Full Year 2025 Results, and until more than 18 months after the date of the Prospectus). There is no guarantee that the Group could carry out such actions if required at such time, nor that any such actions would be sufficient. The statement of material uncertainty expected to be included in the Full Year 2025 Results relates to the period which is beyond the 12-month going concern assessment period in respect of the Full Year 2025 Results and beyond the 12-month working capital assessment period in respect of the Prospectus. Accordingly, such statement of material uncertainty will be consistent with and does not modify, qualify or contradict the working capital statement that will be set out in the Prospectus.

Alternative transaction should the Refinancing not proceed

If Shareholders do not vote in favour of the Refinancing Resolutions, the Refinancing will not take place. The Lenders have waived certain of the financial covenants and the requirement to deliver to the Lenders a deleveraging plan in respect of the Company in the Existing RCF on a periodic basis since October 2025 and have now agreed, pursuant to the Restructuring Implementation Deed, to further waivers of these matters which will lapse in circumstances where the Restructuring Implementation Deed is terminated in accordance with its terms (including if the Company announces that the Capital Raising will not proceed). Subject to the Lender-led Alternative Transaction, following the expiry of these waivers, there will be continuing events of default under the Existing RCF, entitling the Lenders to accelerate the Existing RCF whereby it would become immediately due and the outstanding amount of £131.7 million would become payable on the date of such acceleration, in the absence of a further waiver or deferral from the Lenders which becomes immediately effective on such date. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million. The Lenders would also have the right to take immediate steps to enforce their existing security over shares in certain Group companies and other key assets of the Group as a result of the failure of the Refinancing.

As part of the negotiations with the Lenders to agree the Debt Repayment and Restructuring and the Debt for Equity Conversion, the Company and the Lenders have agreed in principle that an alternative Lender-led enforcement transaction will be implemented if the Refinancing Resolutions are not passed at the General Meeting, and accordingly the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring do not proceed (the "Lender-led Alternative Transaction"). Given this agreement in principle, the Company considers that further waivers and deferrals from the Lenders would be very unlikely, other than any such waivers or deferrals which are required to implement the Lender-led Alternative Transaction. Under the terms of the Lender-led Alternative Transaction, if each of the Refinancing Resolutions is not passed at the General Meeting, it is expected that, to implement the agreed terms of the Lender-led Alternative Transaction, the Lenders would instruct the agent under the Existing RCF to serve notice accelerating the Existing RCF and enforce their existing security over shares in the Company's wholly-owned subsidiary, Videndum Group Limited ("Videndum Midco"), by the appointment of a receiver. This receiver would subsequently effect the sale of Videndum Midco to a new holding company which is wholly-owned by the Lenders ("LenderCo"), which will likely be for nominal consideration (based on an independent valuation of Videndum Midco), resulting in de minimis value remaining in the Company.

The Company expects, following engagement with the Lenders, that LenderCo would continue to run the Group's existing business as a going concern. In order to facilitate this, the Lenders have agreed in principle to restructure the Existing RCF and provide additional funding to Videndum Midco and its subsidiaries as part of the Lender-Led Alternative Transaction. Shareholders would not have any ability to participate in the Lender-led Alternative Transaction or receive any shares in LenderCo.

Given that Videndum Midco is the Company's only subsidiary and is the direct or indirect holding company of all the Company's operating subsidiaries, the Company would no longer be able to carry on the Group's business following the implementation of the Lender-led Alternative Transaction, and the Company would not have any material assets. It is expected that the Company would be wound-up following the implementation of the Lender-led Alternative Transaction. In order for the Company to be wound-up on a solvent basis, it is expected that funding will be needed from LenderCo and, therefore, whether or not the Company can be solvently wound-up will be dependent upon, among other things, the availability of such funding from the Lenders. However, even if the Company were to be wound-up on a solvent basis, the Company considers it is highly likely that the Lender-led Alternative Transaction would result in no or de minimis value being returned to Shareholders.

The Lender-led Alternative Transaction has been negotiated and prepared with the Lenders alongside the Refinancing and is intended to be implemented ("Enforcement Day") in accordance with an agreed set of terms if the Refinancing Resolutions are not passed at the General Meeting. If any of the Refinancing Resolutions is not passed, the Company expects that Enforcement Day would occur, and accordingly that the Lender-led Alternative Transaction would be implemented, on a date which is within approximately four weeks from the date of the General Meeting, reflecting a short gap between the date of the General Meeting and Enforcement Day for administrative purposes and for appropriate consultation with the trustee of the Group's pension scheme. However, there can be no certainty that Enforcement Day would not occur sooner.

While it is currently anticipated that the Lender-led Alternative Transaction would be implemented if Shareholders do not vote in favour of the Refinancing Resolutions at the General Meeting (which would be achieved by the Lenders instructing the agent under the Existing RCF to serve notice accelerating the Existing RCF and enforce their existing security over shares in Videndum Midco by appointing a receiver), should the Lenders choose not to implement the Lender-led Alternative Transaction or it was otherwise incapable of implementation, absent further waivers and deferrals under the Existing RCF from the Lenders (which the Company does not consider would be forthcoming), the Lenders would have the right to accelerate the Existing RCF, whereby it would become immediately due and the outstanding amount of £131.7 million would become payable with effect from the date of the General Meeting. The Company anticipates that this would give rise to an immediate liquidity shortfall of up to £131.7 million and it would also give rise to the Lenders' right to enforce their existing security. In these circumstances the Company does not consider that it would have any alternative actions available to it to prevent it from entering into insolvency proceedings, and the Company would likely enter into insolvency proceedings shortly thereafter. While the implementation method of any such insolvency process is not known, the Company expects that it would lead to a break-up sale of the Group's assets, with assets being sold either by the insolvency practitioner or further to the Lenders enforcing their security. Given the value of the Group's assets relative to the amount outstanding under its Existing RCF and the security granted over such assets in favour of the Group's creditors, it is very unlikely that this would result in any value being returned to Shareholders.

In addition, given that the Lender-led Alternative Transaction has been agreed in principle with the Lenders as the alternative path forward if the Refinancing does not proceed, the Company expects that it will not be possible to negotiate any further waivers or deferrals under the Existing RCF or an alternative transaction if the Refinancing does not proceed.

The Company has therefore today announced its proposal to effect the Refinancing, comprising the Capital Reorganisation, the Capital Raising, the Debt for Equity Conversion and the Debt Repayment and Restructuring, which the Board considers is in the best interests of Shareholders, and in order to prevent the Existing RCF becoming immediately due and payable upon the expiry of the aforementioned waivers, which the Company expects would give rise to the consequences described above. In addition, the Refinancing will support a reduction in the Group's Leverage, which the Directors believe would establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy.

3.         Use of proceeds

The Company expects to raise gross proceeds of approximately £85 million through the Capital Raising. The aggregate expenses of, or incidental to, the Capital Raising to be borne by the Company are estimated to be approximately £6.1 million (excluding VAT). Accordingly, the net proceeds are expected to be approximately £78.9 million (after deduction of estimated commissions, fees, expenses and excluding VAT).

£50 million in net proceeds is intended to fund a partial repayment of the Existing RCF, with a further £15.8 million of the Existing RCF being written off and released by the Lenders and £23 million being written off and released pursuant to the Debt for Equity Conversion. The remaining amount of £45 million owed under the Existing RCF will be restructured into the Senior Facility of £45 million with the Lenders (comprising a £31.5 million term loan with Polus Capital with a three-year maturity and a £13.5 million term loan with the Lenders with a two-year maturity), and the Company will also enter into the Super Senior Facility of £15 million, underwritten by Polus Capital. This will result in a significant reduction in net debt of £111.7 million upon completion of the Refinancing. The remaining net proceeds from the Capital Raising and liquidity under the Super Senior Facility will be used to strengthen the Group's liquidity position and support the management of the go-forward capital position.

The overall effect is intended to prevent the Existing RCF becoming immediately due and payable upon the expiry of the aforementioned waivers and the associated consequences described above, and also to establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy. The Company believes that this represents the optimal approach to improve liquidity, deleverage its balance sheet, address the Group's immediate challenges and position the Company to capitalise on a recovery in end-market demand.

Assuming successful completion of the Refinancing, the Company believes that the Group will be well positioned in the medium to longer term. As a leading global provider of premium branded hardware products and software solutions to the content-creation market, the Company is confident of returning the Group to profitable growth when there is a market recovery whilst maintaining a prudent capital structure.

4.         Current trading and outlook

Following a softer start to the financial year during FY25, trading strengthened quarter-on-quarter resulting in the Group delivering revenues of approximately £228 million, which supports a full year outturn in line with the Board's expectations.

During FY25 the Group has successfully executed approximately £15 million of cost savings, with a further £8 million expected to be realised in FY26. The Group achieved this through operational progress across product, pricing, footprint and reduced costs. The Group's NPI process has been rejuvenated, supporting the successful launch of 22 new product lines across the Group. Pricing discipline has been reinstated, including tighter control of channel discounting and improved coordination of promotional spend.

The Group has continued to simplify its strategic and operational structure. The Group implemented a simplified two-division operating model with effect from January 2026 (VPI and VCS). At an operational level this included the closure of two manufacturing facilities in the UK, with production transferred to Feltre and Cartago and, where appropriate, outsourced. Operations have also been consolidated across Asia Pacific and Europe, reducing complexity and duplication of overheads.

These actions have supported margin expansion through lower product costs and outsourced services, achieved via procurement initiatives, as well as improved operating efficiencies from higher utilisation of manufacturing facilities following consolidation. Operating expenses have been reduced through headcount optimisation, improved sourcing of third-party support and enhanced management of discretionary spend. The Group also undertook targeted asset disposals, including the disposal of its consumer-oriented JOBY brand, the transfer of Amimon intellectual property to VCS in the US, the disposal of its Amimon operation in Israel, and an inventory reduction of approximately £15 million to date.

For FY26, the Board expects good revenue growth, supported by the introduction of new products in both FY25 and FY26. The Board's expectations for FY26 remain unchanged. Looking to the medium term, the Board remains focused on driving sustainable growth - the Board expects the Group to deliver revenue in excess of £350 million and is targeting a mid-teen EBITDA margin. This outlook is expected to be underpinned by ongoing operational efficiencies, disciplined cost-reduction initiatives and continued contribution from the NPI process.

5.         Risk factors and further information

Shareholders should consider fully and carefully the risk factors associated with Videndum, as set out in the Prospectus.

Shareholders should read the whole of the Prospectus and not rely solely on the information set out in this announcement.

6.         Principal terms and conditions of the Refinancing

6.1       Capital Reorganisation

The Capital Reorganisation, comprised of the Sub-division and the Consolidation, is proposed in order to achieve a higher market price per Ordinary Share for the Consolidated Shares and, accordingly, a more appropriate Offer Price. In addition, if the Sub-division was not implemented, the Offer Price may have been at a discount to the current nominal value of the Existing Ordinary Shares of 20 pence. Companies are prohibited from allotting shares at a discount to their nominal value, and this is addressed by the Sub-division element of the Capital Reorganisation. In addition, if the Consolidation was not implemented, the number of Ordinary Shares in issue following the implementation of the Capital Raising would mean that a small movement in the Company's share price in monetary terms could translate to a large percentage movements and inappropriate volatility.

Under the Capital Reorganisation, which the Directors propose to implement prior to the implementation of the Capital Raising:

·      each Existing Ordinary Share of 20 pence nominal value will be sub-divided and converted into 1 intermediate share ("Intermediate Share") of 0.005 pence nominal value and 1 deferred share of 19.995 pence nominal value ("Deferred Share"); and

·      immediately thereafter, every 200 Intermediate Shares of 0.005 pence nominal value will be consolidated into 1 Consolidated Share of 1 pence nominal value.

The effect of the Capital Reorganisation will be that Shareholders on the Company's register of members at the Capital Reorganisation Record Date will, on implementation of the Capital Reorganisation, hold:

1 Consolidated Share of 1 pence nominal value for every 200 Existing Ordinary Shares of 20 pence nominal value

The Capital Reorganisation, if approved by Shareholders, will be made by reference to holdings of Existing Ordinary Shares on the Company's register of members as at 6:00 p.m. on 27 March 2026 (or such other time or date as the Directors may determine). The proportion of the issued ordinary share capital of the Company held by each Shareholder immediately following the Capital Reorganisation (and prior to the Capital Raising) will, save for fractional entitlements, remain unchanged. In addition, apart from the change in nominal value, each Consolidated Share will carry the same rights as set out in the Articles of Association that apply to the Existing Ordinary Shares (including in relation to voting, pre-emption rights, dividends and rights on a return of capital).

The purpose of the Deferred Shares is solely to facilitate the reduction in the nominal value of the Ordinary Shares to 0.005 pence per share. The Deferred Shares will be effectively valueless as they will carry very limited rights, including no voting or dividend rights. The Company has the right to buy back the Deferred Shares for aggregate consideration of £0.01 and/or transfer all of the Deferred Shares to the secretary of the Company for nil consideration.

Where the Consolidation results in any Shareholder being entitled to a fraction of a Consolidated Share, that fraction will not be allotted to such Shareholder and arrangements will be put in place for any such fractional entitlements arising from the Consolidation to be aggregated and sold in the market on behalf of the relevant Shareholders. Amounts of less than £5.00 will not be paid to such Shareholders and will instead be retained for the benefit of the Company. As a result of the Consolidation, Shareholders with fewer than 200 Existing Ordinary Shares may no longer hold Shares in the Company.

The Closing Price of each Existing Ordinary Share on 6 March 2026 (being the Latest Practicable Date) was 10.35 pence. In accordance with the Consolidation Ratio, the Consolidated Closing Price of each Consolidated Share would have been 2,070 pence on that date if the Capital Reorganisation had occurred.

It is proposed that, in order to facilitate the Share Consolidation, 196 Excess Ordinary Shares will be issued to the Company's Employee Benefit Trust prior to the Capital Reorganisation Record Date so that the Company's issued share capital will be exactly divisible by 200. These 196 Excess Ordinary Shares will be issued at nominal value.

If approved, the Capital Reorganisation is expected to become effective on 30 March 2026. Following the Capital Reorganisation, it is expected that the Consolidated Shares will be admitted to the equity shares (commercial companies) category of the Official List and to trading on the London Stock Exchange at 8:00 a.m. on 30 March 2026, with an ISIN of GB00BWGBNB23 and a SEDOL of BWGBNB2.

6.2       Firm Placing and Placing and Open Offer

·      a Firm Placing of 30,186,315 New Ordinary Shares; and

·      a Placing and Open Offer of 1,295,167 New Ordinary Shares,

(together, the "Capital Raising") in each case at an Offer Price of 270 pence per New Ordinary Share (which is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation). The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Consolidated Shares. For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Capital Raising will be Consolidated Shares.

The Firm Placing and the Placing and Open Offer are being fully underwritten by Investec, subject to certain customary conditions in the Placing Agreement. The Capital Raising is conditional on, among other things, each of the Refinancing Resolutions having been passed by Shareholders at the General Meeting.

The Board has considered the best way to structure the proposed equity capital raising in light of the Group's current financial position and the interests of all Shareholders. The decision to structure the equity capital raising by way of a combination of a Firm Placing and a Placing and Open Offer takes into account a number of factors, including the total net proceeds to be raised pursuant to the Capital Raising, the need for certainty and speed of execution, the availability and pricing of underwriting for different structures and the possibility to widen the Company's shareholder base with new investors in the Company. The Board has sought to balance the dilution to existing Shareholders arising from the Firm Placing and the Debt for Equity Conversion with the need to ensure guaranteed commitments through the Firm Placing to ensure the success of the Capital Raising and the need to undertake the Debt for Equity Conversion in order to effect the Refinancing successfully to prevent the Existing RCF becoming immediately due and payable upon the expiry of certain waivers granted by the Lenders, which the Company anticipates would give rise to an immediate liquidity shortfall of up to £131.7 million, and entitle the Lenders to enforce their security over shares in certain Group companies and other key assets of the Group. In addition, the Refinancing will support a reduction in the Group's Leverage, which the Directors believe would establish a prudent and sustainable capital structure for Videndum from which the Company can execute its strategy.

Further details of the terms and conditions of the Capital Raising, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, will be set out in the Prospectus and, where relevant, the Application Form.

Offer Price

The Capital Reorganisation is proposed in order to achieve a higher market price per Ordinary Share for the Consolidated Shares and, accordingly, a more appropriate Offer Price. Taking into account the effect of the Capital Reorganisation, the Offer Price of 270 pence per New Ordinary Share therefore represents a 87% discount to the Consolidated Closing Price of 2,070 pence on 6 March 2026 (being the Latest Practicable Date). The Offer Price is equivalent to an issue price of 1.35 pence per Ordinary Share before the Capital Reorganisation.

The Offer Price (and the discount) has been set by the Directors following their assessment of the prevailing market conditions and anticipated demand for the Capital Raising Shares. The Board, having taken appropriate advice from its advisers, believes that the Offer Price (including the discount) is appropriate in the circumstances.

Firm Placing

The Company proposes to issue 30,186,315 Firm Placing Shares to Firm Placees at the Offer Price, on a non-pre-emptive basis. The Firm Placing will not be subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders.

Placing and Open Offer

Subject to the terms and conditions set out in this document (and, in the case of Qualifying Non-CREST Shareholders, the Application Form), the Open Offer Shares are being offered for acquisition by way of rights to Qualifying Shareholders on the following basis:

5 New Ordinary Shares for every 400 Existing Ordinary Shares

(which is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares)

held and registered in the name of each such Qualifying Shareholder on the Record Date (and so in proportion to any other number of Existing Ordinary Shares then held) and otherwise on the terms and conditions set out in this document (and, in the case of Qualifying Non-CREST Shareholders, the Application Form).

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their Open Offer Entitlements. Fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's Open Offer Entitlements will be rounded down to the nearest whole number. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. Accordingly, Qualifying Shareholders with fewer than 80 Existing Ordinary Shares at the Record Date will not be entitled to take up any Open Offer Shares. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating Open Offer Entitlements.

Investec has agreed, subject to the terms and conditions of the Placing Agreement, to use reasonable endeavours to procure Placees for the Capital Raising Shares at the Offer Price. To the extent that any Firm Placee or Placee procured by Investec fails to subscribe for any or all of the Firm Placing Shares and/or Placing Shares which have been allocated to it, subject to certain conditions, Investec shall subscribe for the Firm Placing Shares and/or the Placing Shares at the Offer Price.

Impact of not applying for Capital Raising Shares

Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to Conditional Placees pursuant to the Placing. Pursuant to the Placing Agreement, Investec has agreed to use reasonable endeavours to procure conditional subscribers (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders) for the Capital Raising Shares at the Offer Price. If Investec is unable to procure subscribers for any Capital Raising Shares that are not taken up by Qualifying Shareholders pursuant to the Open Offer (including in the event that a prospective Conditional Placee fails to take up any or all of the Capital Raising Shares which have been allocated to it or which it has agreed to take up at the Offer Price), then Investec has agreed, on the terms and subject to the conditions set out in the Placing Agreement, to subscribe for such Capital Raising Shares at the Offer Price.

Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST, and be enabled for settlement, the Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Capital Raising Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights, and will not receive any benefit, under the Open Offer. Any Capital Raising Shares which are not applied for under the Open Offer will be allocated to Conditional Placees pursuant to the Placing.

Dilution

If a Qualifying Shareholder who is not a Placee does not take up any of their Open Offer Entitlements, such Qualifying Shareholder's holding, as a percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result of the Capital Raising and the Debt for Equity Conversion.

As a result of the issue of the Firm Placing Shares and the Debt for Equity Shares, even if a Qualifying Shareholder who is not a Placee takes up their Open Offer Entitlements in full, such Qualifying Shareholder's holding, as a percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result of the Firm Placing and the Debt for Equity Conversion.

Shareholders in the United States and Canada (subject to certain limited exceptions) and the other Excluded Territories will not be able to participate in the Open Offer and will therefore experience dilution as a result of the Capital Raising and the Debt for Equity Conversion.

Conditionality

The Capital Raising is conditional, among other things, on:

·      the passing of each of the Refinancing Resolutions at the General Meeting without material amendment;

·      Admission of the New Ordinary Shares becoming effective by not later than 8:00 a.m. on 30 March 2026 (or such later time and/or date as Investec and the Company may agree in advance in writing); and

·      the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission.

If any of the conditions are not satisfied (including if any of the Refinancing Resolutions is not passed) or, if applicable, waived, then the Capital Raising (and accordingly the Capital Reorganisation, the Debt for Equity Conversion and the Debt Repayment and Restructuring) will not take place. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Capital Raising will not proceed. For the avoidance of doubt, none of the Refinancing Resolutions are conditional on the passing of any of the Director and Senior Manager Subscription Resolutions.

The Director and Senior Manager Subscriptions are conditional on the passing of each of the Director and Senior Manager Subscription Resolutions. The Director and Senior Manager Subscription Resolutions are each conditional on the passing of all other Resolutions by Shareholders at the General Meeting.

The New Ordinary Shares will be admitted to the equity shares (commercial companies) category of the Official List and an application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and dealings in the New Ordinary Shares fully paid will commence at 8:00 a.m. on 30 March 2026.

6.3       Debt Repayment and Restructuring, including the Debt for Equity Conversion

The Company has entered into an agreement with its Lenders, which is conditional on each Refinancing Resolution being passed by Shareholders at the General Meeting, pursuant to which:

·      £50 million of the net proceeds of the Capital Raising will be used to fund a partial repayment of the Group's Existing RCF;

·      Polus Capital will be issued with 8,123,457 New Ordinary Shares in return for the write-off and release of £23 million of the amount drawn down from Polus Capital under the Group's Existing RCF pursuant to the Debt for Equity Conversion;  

·      £15.8 million of the amount owed under the Existing RCF to the Lenders will be written off and released by the Lenders;

·      the remaining amount of £45 million owed under the Existing RCF will be restructured into the Senior Facility of £45 million with the Lenders comprising two tranches:

o  Tranche A: a £31.5 million term loan with Polus Capital with a three-year maturity; and

o  Tranche B: a £13.5 million term loan with the Lenders with a two-year maturity; and

·      the Company will enter into the Super Senior Facility of £15 million, underwritten by Polus Capital, with a three-year maturity,

(together the "Debt Repayment and Restructuring"). This will result in a significant reduction in net debt of £111.7 million upon completion of the Refinancing. The Debt Repayment and Restructuring and availability of the Super Senior Facility (and the Capital Reorganisation, the Capital Raising and the Debt for Equity Conversion) is conditional on each Refinancing Resolution being passed by Shareholders at the General Meeting. None of the Refinancing Resolutions may be passed independently of any of the other Refinancing Resolutions, therefore if any of the Refinancing Resolutions is not passed, the Debt Repayment and Restructuring (and accordingly the Capital Reorganisation, the Capital Raising and the Debt for Equity Conversion) will not proceed. For the avoidance of doubt, none of the Refinancing Resolutions are conditional on the passing of any of the Director and Senior Manager Subscription Resolutions.

The interest rate under the Senior Facility and the Super Senior Facility will be equal to the aggregate of the relevant reference rate (such as SONIA for sterling loans) and the applicable margin. The margin will be subject to a ratchet between 3.75% and 6.75% per annum depending on the ratio of consolidated net borrowings to EBITDA. The day one margin will be 5.75% per annum.

Under the terms of the Senior Facility and the Super Senior Facility, the Group will be subject to certain financial covenants, namely a £5 million minimum liquidity covenant until 31 March 2028 and, thereafter, an interest cover ratio (calculated as EBITA to consolidated net interest charges) and a net borrowings ratio (calculated as net borrowings to EBITDA). The interest cover ratio steps up over time from 1.25x at 31 March 2028 to 2.00x at 31 March 2029, and the net borrowings ratio decreases over time from 4.75x at 31 March 2028 to 4.25x at 31 March 2029.

The Senior Facility and the Super Senior Facility will provide that certain disposals undertaken by the Group require the Company to prepay the loans made under the Senior Facility and/or the Super Senior Facility (as applicable) in the following order of priority: first to repaying tranche B of the Senior Facility, second to repaying tranche A of the Senior Facility and third to repaying loans made under the Super Senior Facility.

6.4       Director and Senior Manager Subscriptions

The Company is currently in a closed period under MAR pending the announcement of the Full Year 2025 Results, which are expected to be released on or around 31 March 2026. Accordingly, while certain Directors and Senior Managers would like to participate in the Capital Raising, they are not currently permitted to do so under MAR. However, the Board recognises the importance of Directors' and Senior Managers' participation for Shareholders and as such, assuming the successful completion of the Capital Raising and the passing of the Director and Senior Manager Subscription Resolutions, the Participating Directors and certain Senior Managers have indicated their intention to subscribe for the Director and Senior Manager Subscription Shares at the Offer Price as soon as they are able to do so.

The Participating Directors' and the relevant Senior Managers' intention to subscribe for the Director and Senior Manager Subscription Shares is non-binding and remains subject to entry into direct subscription agreements with the Company following the announcement of the Full Year 2025 Results.

Should the Director and Senior Manager Subscriptions proceed, the Director and Senior Manager Subscription Shares would be issued pursuant to the Director and Senior Manager Subscription Resolutions. The authorities to be granted pursuant to the Director and Senior Manager Subscription Resolutions will be valid until 8:00 a.m. on 13 April 2026.

The expected details of the Director and Senior Manager Subscriptions are set out below.

In aggregate, 129,633 new Ordinary Shares are expected to be issued to the Directors by the Company in connection with the Director and Senior Manager Subscriptions and the Company expects to raise additional proceeds of approximately £0.35 million (gross) should the subscriptions by the Directors be completed pursuant to the Director and Senior Manager Subscriptions.

Certain Senior Managers also intend to subscribe for new Ordinary Shares up to a maximum aggregate amount of £0.18 million (gross) if completed pursuant to the Director and Senior Manager Subscriptions.

7.         Significant commitments and related party transaction

Significant commitments

The Company has received an irrevocable undertaking from Alantra confirming its intention: (i) to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 24,842,037 Existing Ordinary Shares, representing approximately 24% of the Existing Ordinary Shares as at the Latest Practicable Date; and (ii) to subscribe for New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, which will amount to a maximum value of New Ordinary Shares of approximately £22 million. Following the Refinancing, Alantra will hold up to 20.6% of the Enlarged Share Capital (being 8,272,358 Ordinary Shares, comprising 124,210 Existing Ordinary Shares and 8,148,148 New Ordinary Shares).

The Company has also received an irrevocable undertaking from Aberforth confirming its intention: (i) to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 12,880,682 Existing Ordinary Shares, representing approximately 12.4% of the Existing Ordinary Shares as at the Latest Practicable Date; and (ii) to subscribe for New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, which will amount to a maximum value of New Ordinary Shares of approximately £19 million. Following the Refinancing, Aberforth will hold up to 17.8% of the Enlarged Share Capital (being 7,132,864 Ordinary Shares, comprising 106,939 Existing Ordinary Shares and 7,025,926 New Ordinary Shares).

The Company has also received an irrevocable undertaking from Harwood Capital confirming its intention to vote in favour of the Resolutions at the General Meeting, in respect of an aggregate of 6 million Existing Ordinary Shares, representing approximately 5.8% of the Existing Ordinary Shares as at the Latest Practicable Date.

As part of the Capital Raising, Polus Capital has agreed a period of 12 months following Admission (the "Orderly Market Period") under which:

(a)  it will not dispose of any of the Debt for Equity Shares for the first six months of the Orderly Market Period; and

(b)  for the second six months of the Orderly Market Period, it will not on any one day dispose of more than 15% of the average daily trading volume of the Ordinary Shares on the London Stock Exchange in the 20 preceding trading days.

If at any time during the Orderly Market Period, the Company's share price is equal to or greater than a multiple of three times the Issue Price (post Capital Reorganisation) (the "Hurdle Price"), the restrictions in (a) and (b) will be suspended and Polus Capital shall be permitted to dispose of Debt for Equity Shares for such time as the Company's share price remains equal to or greater than the Hurdle Price. However, if the Company's share price subsequently falls below the Hurdle Price: (i) during the first six months of the Orderly Market Period, the restriction in (a) shall cease to apply and the restriction in (b) shall apply instead for the remainder of the Orderly Market Period; and/or (ii) during the second six months of the Orderly Market Period (and for any period of the first six months of the Orderly Market Period where such period has ceased to apply in accordance with limb (i)), the restriction in (b) shall continue to apply for the remainder of the Orderly Market Period, in each case subject to the operation of such suspension provisions. The restrictions in (a) and (b) are also subject to customary exceptions (including that Polus Capital may dispose of Debt for Equity Shares at any time during the Orderly Market Period with the Company's prior written consent).

The Company has received a written expression of support from BGF Investments confirming its intention to vote in favour of the Resolutions at the General Meeting in respect of an aggregate of 3,227,000 Existing Ordinary Shares, representing approximately 3.1% of the Existing Ordinary Shares as at the Latest Practicable Date.

Related party transaction

Alantra is a related party of the Company for the purposes of the UK Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, 24% of the votes able to be cast at general meetings of the Company (as at the Latest Practicable Date). The maximum aggregate value of the New Ordinary Shares to be issued to Alantra pursuant to the Capital Raising is approximately £22 million. Accordingly, the issue of such New Ordinary Shares to Alantra constitutes a notifiable related party transaction falling within UK Listing Rule 8.2.1R. The Board confirms that it has approved Alantra's participation in the Capital Raising and considers it is fair and reasonable as far as Shareholders of the Company are concerned, and that the Board has been so advised by Investec as Sponsor.

The rules regarding related party transactions under UK Listing Rule 8.2 do not apply to any New Ordinary Shares issued to Alantra as a result of it taking up its Open Offer Entitlements, as such take up is exempt under paragraph 2(1) of Annex 1 to UK Listing Rule 8. Such rules are, however, applicable to any New Ordinary Shares issued to Alantra pursuant to the Firm Placing and Placing, which will amount to a maximum value of New Ordinary Shares of approximately £22 million.

The Board considers the terms of the Capital Raising Related Party Transaction, as described herein, to be fair and reasonable as far as Shareholders are concerned and the Directors have been so advised by Investec acting in its capacity as the Company's Sponsor. In providing its advice to the Directors, Investec has taken into account the Directors' commercial assessment of the Capital Raising Related Party Transaction.

8.         General Meeting

A notice convening a general meeting of the Company to be held at 10:30 a.m. on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS is set out at the end of the Prospectus, which is expected to be published on 10 March 2026. The purpose of the General Meeting is to seek Shareholders' approval for the Resolutions, summarised as follows:

(A)        Resolution 1 (ordinary resolution): that pursuant to section 551 of the Companies Act, the Directors are authorised until the conclusion of the next annual general meeting of the Company to: (i) allot shares up to an aggregate nominal amount of £396,049.39, representing approximately 7,645% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Capital Raising and the Debt for Equity Conversion; and (ii) make an offer or agreement in connection with the Capital Raising and the Debt for Equity Conversion which would or might require shares to be allotted after expiry of this allotment authority;

(B)        Resolution 2 (ordinary resolution): that the Directors are authorised until the conclusion of the next annual general meeting of the Company to allot up to 39,604,939 New Ordinary Shares pursuant to the Capital Raising and the Debt for Equity Conversion at an issue price of 270 pence, which is at a discount of 87% to the Consolidated Closing Price on 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the Prospectus;

(C)        Resolution 3 (special resolution): that pre-emption rights are disapplied up to an aggregate nominal amount of £396,049.39, representing approximately 7,645% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Capital Raising and the Debt for Equity Conversion, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or legal or practical problems;

(D)       Resolution 4 (ordinary resolution): that the Directors are authorised to: (1) sub-divide each Existing Ordinary Share of 20 pence in issue on the Capital Reorganisation Record Date into 1 Intermediate Share of 0.005 pence, carrying the same rights and obligations as the Existing Ordinary Shares, save as to nominal value, and 1 Deferred Share of 19.995 pence, having the rights and being subject to the restrictions set out in the Articles of Association, as amended; and (2) consolidate every 200 Intermediate Shares of 0.005 pence into 1 Consolidated Share of 1 pence, having the same rights and obligations as the Existing Ordinary Shares, save as to nominal value;

(E)        Resolution 5 (special resolution): that the Directors are authorised to amend the Articles of Association to set out the rights and restrictions attaching to the Deferred Shares;

(F)        Resolution 6 (ordinary resolution): that pursuant to section 551 of the Companies Act, the Directors are authorised until 8:00 a.m. on 13 April 2026 to: (i) allot shares up to an aggregate nominal amount of £1,944.48 representing approximately 37.5% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Director and Senior Manager Subscriptions; and (ii) make an offer or agreement in connection with the Director and Senior Manager Subscriptions which would or might require shares to be allotted after expiry of this allotment authority;

(G)       Resolution 7 (ordinary resolution): that the Directors are authorised until 8:00 a.m. on 13 April 2026 to allot up to 194,448 new Ordinary Shares pursuant to the Director and Senior Manager Subscriptions at an issue price of 270 pence, which is at a 87% discount to the Consolidated Closing Price on 6 March 2026 (being the Latest Practicable Date) and otherwise on the terms set out in the Prospectus; and

(H)        Resolution 8 (special resolution): that pre-emption rights are disapplied up to an aggregate nominal amount of £1,944.48, representing approximately 37.5% of the Company's issued ordinary share capital as at the Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant to or in connection with the Director and Senior Manager Subscriptions, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or legal or practical problems.

The full text of the Resolutions is set out in the Notice of General Meeting in the Prospectus, which is expected to be published on 10 March 2026. Voting on the Resolutions will be conducted by way of a poll and not by a show of hands.

As at the Latest Practicable Date, the Company holds no Ordinary Shares in treasury.

9.         Action to be taken

Full details of the terms and conditions of the Capital Raising and the procedure for application and payment will be set out in the Prospectus, which is expected to be published on 10 March 2026. If Shareholders are in any doubt as to the action they should take, they are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under FSMA if they are in the United Kingdom or, if they are not, from another appropriately authorised independent financial adviser.

10.       Dividends and dividend policy

The terms of the Group's Existing RCF currently prohibit the Board from declaring a dividend and the terms of the New Debt Facilities restrict dividends being declared by the Board where the ratio of consolidated net borrowings to EBITDA exceeds 3.0x and, in relation to the Senior Facility, where any amount is outstanding under tranche B of the Senior Facility. The Company recognises the importance of dividends to the Group's shareholders and intends to resume payment of a progressive and sustainable dividend when permitted and appropriate to do so.

11.        Directors' intentions and recommendation

The Board considers that the Refinancing is in the best interests of the Shareholders of Videndum taken as a whole and unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting. Each Director who is able to vote at the General Meeting intends to vote in favour of the Resolutions.

In addition, assuming the successful completion of the Refinancing, certain of the Directors have indicated an intention to subscribe for Director and Senior Manager Subscription Shares when they are permitted to do so under MAR following release of the Full Year 2025 Results, as set out in paragraph 6.4 of this announcement.