Disposal of Boom Battle Bar

28 September 2026

XP Factory plc

(“XP Factory”, the “Company” or the “Group”)

Disposal of Boom Battle Bar

“Transaction sharpens strategic focus on Escape Hunt”

Change of registered office

XP Factory plc (AIM: XPF), one of the UK’s leading experiential leisure businesses, is pleased to announce that it has today entered into an agreement for the sale of the entire issued share capital of BBB Franchise Ltd, its Boom Battle Bar business (“Boom”), to F.O Twenty-Four Ltd for a total consideration of up to £11m (the “Disposal”). The Group will receive upfront cash consideration of £5m, used to reduce bank net debt and fund the Group’s working capital position and growth programme, and up to £6 million from sales and EBITDA earn-outs over the next three years.

The Disposal represents an important strategic step for XP Factory and reinforces the Board’s commitment to disciplined capital allocation and returns-led growth which in the Board’s view is best served by focusing exclusively on the rollout of the Group’s Escape Hunt brand. Following completion of the Disposal, XP Factory will have a substantially strengthened balance sheet to support its target of reaching at least 50 UK owned Escape Hunt sites by the end of March 2031.

Strategic rationale

Escape Hunt’s performance is highly consistent and is characterised by market leading metrics.

• Average Owner Operated (“O&O”) site adjusted pre-IFRS 16 EBITDA margin of 42%
• Average mature UK site Return on Invested Capital (“ROIC”) of 51%1
• Consistently strong profitability across the estate, with the lowest performing mature UK site delivering 19% site level adjusted pre-IFRS 16 EBITDA margin in FY26

This performance spans a range of location types and sizes, underpinning the Board’s view of the significant growth opportunity. As the standout market leader in its sector, Escape Hunt’s scale drives important competitive advantages. Against a backdrop of continued consolidation in the wider escape room market, Escape Hunt has further strengthened its position and gained market share. The Board believes there remains a substantial opportunity for disciplined expansion into attractive new locations – with new sites expected to continue to deliver a consistently high ROIC.

Meanwhile, the competitive socialising market is continuing to experience particularly challenging conditions, with sector like-for-like revenue declining by approximately 9% during FY262 and trends continuing into FY27. The impact of these revenue headwinds, alongside government-mandated increases in labour costs and supplier inflation, have impacted profitability. The Board believes Boom remains well positioned as industry consolidation accelerates, but the timing and pace of a broader market recovery remains uncertain.

Against this backdrop, the Board believes Boom is better positioned under private ownership, where the business can navigate near-term market volatility while continuing to invest for the longer-term opportunity. The purchaser is backed by Frasers Group and includes Boom’s original founders, who bring a deep understanding of the business and its market. The Board believes this combination of experience, knowledge and access to capital provides a strong platform to support Boom’s continued development and future growth.

Following completion of the Disposal, the Group is targeting to deliver the following by the end of FY27:

• At least 28 UK owned sites open (FY26: 24)
• Run rate sales of no less than £18.5m (FY26: £16.2m)
• Run rate central costs of no more than £4m (FY26: £8.9m)
• Run rate Group EBITDA of at least £4m

In addition, the Group will target the following by the end of FY31:

• At least 50 UK owned sites, with long-term potential of 100+ sites  
• Sales of no less than £30m
• Group EBITDA of at least £8m
• Maintaining net debt to EBITDA of no more than 1.5x from the end of FY27

1. Site adjusted pre-IFRS EBITDA divided by new build capex, net of landlord contributions, all UK sites open for at least 1 year

2. Source: CGA RSM Hospitality tracker, average weekly LFL for Experiential Venues for the 52 weeks to 29 March 2026

Transaction details

• Completion effective with signing on 28 September
• Total consideration of up to £11m, comprising:
  • £5m in cash payable on completion;
  • Up to £4m of additional consideration linked to Boom's like-for-like sales performance with payments commencing above a threshold of ~-10% LFL growth compared to the FY26 revenue baseline;
    • Up to £1.5m contingent on sales performance in calendar Q4 2026, payable in January 2027
    • Up to £1.25m contingent on sales performance in calendar 2027, payable in January 2028
    • Up to £1.25m contingent on sales performance in calendar 2028, payable in January 2029
  • Up to £2m of further consideration linked to site-level EBITDA performance over three years
• The Disposal is being undertaken on a cash-free, debt-free basis, subject to an adjustment relative to an agreed target level of normalised working capital
• Implied valuation of up to 4.5x Boom’s trailing adj. pre-IFRS 16 EBITDA, after an allocation of central costs3
• As at 29 March 2026, the net book value of the Boom business being disposed of was approximately £21.3m
• Initial cash proceeds will be used to reduce Group borrowings and strengthen the balance sheet, reducing net debt to c.£3m, future earn-out payments to further strengthen the balance sheet and accelerate new site roll out
• Back-to-back RCF facility agreed with HSBC
  • Covenants, coupon and other terms in line with prior agreement
  • Facility right-sized from £20m to £10m to support the standalone Escape Hunt growth plan
• The sale of Boom constitutes a substantial transaction under AIM Rule 12

3. Maximum purchase consideration divided by the difference between pro-forma FY26 EBITDA of ~£3m and actual FY26 EBITDA of £5.5m

Further information on Boom

• Boom is one of the UK’s leading competitive socialising businesses, combining activities including augmented reality darts, axe throwing, crazier golf and shuffleboard with cocktails, drinks and street food. For the financial year ended 29 March 2026, the Boom business generated revenue of £42.4m and adjusted pre-IFRS 16 EBITDA before central costs of £7.4m. As at September 2026, Boom operates across 24 owner-operated sites and 5 franchise sites, all based in the UK.

Post transaction structure

Following completion, Escape Hunt and Boom will continue to operate alongside one another at seven co-located sites, pursuant to the existing lease terms and with each business retaining its existing presence and signage. The parties have agreed arrangements in respect of the future occupation and operation of these sites, including the sharing of relevant property costs. Escape Hunt's contribution will remain broadly consistent with the existing allocation, with a modest increase to reflect its share of ongoing maintenance costs.

A transitional services arrangement has been agreed to support an orderly separation of the two businesses and will operate for a limited transition period. Contracts specific to Boom will be novated or renegotiated as appropriate, while relevant shared contracts will continue to be shared between the businesses where commercially appropriate. Following an initial handover period, services provided between the businesses during the transition period will be charged in accordance with the agreed transitional services arrangements.

Richard Harpham, Chief Executive of XP Factory plc said: “This transaction marks an important milestone for XP Factory. We are extremely proud of what we have achieved with Boom, growing it from a small, early-stage business into one of the UK's leading competitive socialising brands. The market has faced significant headwinds in recent years, but Boom has a strong brand, a scaled estate and an excellent team, and we believe it is well positioned to benefit as market conditions recover.

The Disposal allows us to sharpen our focus on Escape Hunt, a business which has demonstrated the strength of its model through consistent and attractive returns. Escape Hunt has established a clear leadership position in the UK, while still having significant whitespace ahead of it, and we are excited by the opportunity to further build on that position.”

Commenting, James van den Bergh, Chairman of XP Factory plc, said:

“My appointment as Chairman earlier this year brought a key discipline to the Board’s decision-making: every pound of capital the Group employs is judged on the return it earns. Today’s disposal is a result of that approach.

Escape Hunt’s mature UK sites return an average of 51% on invested capital. From today, Escape Hunt has all of our capital and all of our focus. We have set out what we expect that capital to deliver - at least 50 UK sites, £30m of sales and £8m of EBITDA by FY31, funded within 1.5x leverage. We look forward to updating shareholders in due course.”

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain

Change of registered office:

Following completion of the Disposal, the Company’s registered office will change to Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

Enquiries:

Notes to Editors:

About XP Factory plc

XP Factory plc (AIM: XPF) is a leading experiential leisure business and the owner and operator of Escape Hunt, a global leader in escape-the-room experiences. Escape Hunt operates through a network of owner-operated sites in the UK and an international network of franchised sites across five continents, as well as through digitally delivered games which can be played remotely.

Escape Hunt provides high-quality, immersive experiences for consumers, businesses and other organisations, catering for leisure and team-building occasions across groups of varying sizes. The Company has a strategy to grow Escape Hunt through the disciplined expansion of its owner-operated estate in the UK and internationally, alongside its franchise network and the continued development of high-quality games and experiences across multiple formats, including those incorporating branded IP content