Intention to Float on AIM and proposed placing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAVE BEEN APPROVED BY SHORE CAPITAL STOCKBROKERS LIMITED SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000.

THE COMMUNICATION OF THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Prospective investors should not subscribe for or purchase any securities referred to in this announcement, except on the basis of the information in an admission document in its final form which may be published by the Company and any supplement thereto ("Admission Document"), in connection with the proposed Admission (as defined below).

A copy of the Admission Document will, following publication, be available for viewing on Power Probe plc's corporate website at https://investors.powerprobe.com, subject to certain access restrictions.

Power Probe PLC

("Power Probe", the "Group" or the "Company")

Intention to Float on the AIM Market of the London Stock Exchange and a proposed placing of ordinary shares

Power Probe, a leading producer of automotive electrical diagnostic tools for professional service technicians, is pleased to announce its intention to seek admission to trading on AIM, a market operated by London Stock Exchange plc ("Admission").

Preparations for Admission are at an advanced stage, and the Company expects Admission to occur on 11 December 2025.

OVERVIEW

·     Founded in 1992, and headquartered in Charlotte, North Carolina, USA, Power Probe has grown to become an internationally renowned brand with a suite of products across seven segments: powered circuit probes, testing kits, measuring tools, soldering, lighting, accessories, and private brands.

·     The Group's range of electrical diagnostic tools and accessories is compatible with all major vehicle engine types and manufacturers, and Power Probe's distinctive red branding, including the iconic pen design of its flagship powered circuit probes, has made Power Probe instantly recognisable to professional service technicians and mechanics across the Company's core markets.

·     The Group's testing and measuring tools are available through all major distribution channels, and the Group has strong relationships with highly regarded professional tool companies, including Snap-on, Matco Tools, MAC Tools (part of Stanley Black & Decker, Inc.), and Cornwell Quality Tools, who each distribute the Group's branded products alongside their own-brand tools. These brands have extensive and deep-rooted links into mechanics in the US and UK, the ultimate end users of the Group's products.

·     The historical growth of the Group has been supported by continuous innovation, both in incremental advancements made to existing product lines and the development of new products incorporating unique technologies.  The Group launched eight new products during 2024, six new products in calendar year 2025 and has 15 new products available to be launched from calendar year 2026, augmenting its existing 120+ strong product portfolio. The Directors believe that new products with additional functionalities will bring with them higher gross margins, further underpinning the Group's growth plans.

·     Furthermore, the Directors believe the Group is well positioned to benefit from a number of positive, long-term market tailwinds.  Expenditure on vehicle maintenance tends to be inelastic due to the importance of automotive transport, while the overall size and rate of demand for automotive maintenance and repair is expected to grow as the total global Car Parc increases, the average age of vehicles within the Car Parc rises, and vehicle complexity grows.  According to independent research commissioned by the Company, the global market opportunity for the Group's products is expected to reach $2.2 billion by the end of 2032.[1]

·     The Group has grown considerably in recent years, increasing Group revenue from approximately $25.0 million in the 12 months ended 31 December 2022 to approximately $31.3 million in the 12 months ended 31 December 2024, a CAGR of approximately 12%. The Group's underlying EBITDA has increased rapidly, from approximately $4.8 million to approximately $8.3 million over the same period, a CAGR of approximately 31%.

·     This strong rate of growth has continued in the first half of 2025, with Group revenue for the period of $20.5 million, gross profit of $8.6 million, and underlying EBITDA of $5.3 million. In particular, the Directors believe that strong sales of recently launched products in the six month period ending 30 June 2025 evidences the return on investment deriving from the Group's focus on innovation.

FUNDRAISE HIGHLIGHTS

·     The Company is seeking to raise approximately $15 million (circa £11 million) (gross) through a placing of new Ordinary Shares (the "Placing").

·     Shore Capital and Corporate Limited is acting as nominated adviser and Shore Capital Stockbrokers Limited is acting as sole bookrunner and broker to the Company in connection with the proposed Placing and Admission.

Chema Garcia, Chief Executive Officer, commented:

"Our proposed IPO marks a pivotal and exciting moment in Power Probe's history.

Our position as a leading developer in the specialised automotive electrical diagnostics market has been achieved by continuously adapting to the rapid evolution of vehicle technology, and with modern vehicles centred around intricate electronic and digital control systems, our user-friendly and multi-functional diagnostic tools are more in demand than ever.

Our competitive advantage stems from our close contact with the professional technician community, allowing us to identify and address unmet needs quickly, and this intimate market knowledge has been critical in developing innovative products that meet the challenges posed by the evolving marketplace.

Admission would allow us to build on this culture of innovation, and we are particularly excited at the opportunity to open a state-of-the-art new US manufacturing facility, a strategic move designed to both strengthen our innovation pipeline and bring production capability physically closer to our critically important core market, increasing our overall production capacity.

We are ready to take the decisive next steps in our journey, and I am looking forward to embarking on the next exciting chapter in Power Probe's development."

Upon Admission, the Company would trade under the ticker 'PWR' and ISIN code GB00BSDYS558.

CONTACT DETAILS

INVESTMENT HIGHLIGHTS

Supportive market backdrop due to expanding, ageing and increasingly complex car parc

·     The Group operates in the $1.3 billion global automotive circuit tester market[2] which the Directors believe is principally driven by the growth, age, composition and regulation of the global automotive fleet (the "Car Parc").

·     Expenditure on vehicle maintenance tends to be inelastic due to the importance of automotive transport while both the overall size and rate of demand for automotive maintenance and repair is expected to grow as the total global Car Parc increases and the average age of vehicles within the Car Parc rises, reflecting the heightened cost of new vehicles and the uncertainty arising from the transition from internal combustion engine to electric and hybrid-electric vehicles.

·     Beyond the wider transition to electric powertrains, vehicles across segments are increasingly complex due to the proliferation of sensors and other digital electrical components and associated wiring.

·     The Directors believe the Group is well positioned to benefit from the greater maintenance and repair demands of older and more complex vehicles and is investing in innovation to develop new products to address the unmet automotive diagnostic needs arising from the changing automotive landscape.

Power Probe is a market leader in automotive electrical diagnostics

·     The Group was founded in 1992 in California, US. The Group's founder, Jeff Whisenand, a professional mechanic and former US Army technician, invented the first single-handed, powered circuit probe capable of applying power and ground for use in diagnosing automotive electrical faults.

·     Today, Power Probe has a 64% share of the US powered circuit probe market alongside a range of additional, complementary products.

·     The Group's specialist automotive electrical diagnostic products are highly rated and widely discussed by trade publications, as well as professional and hobbyist social media channels. The Group has received external validation from both customers and industry awards, with over 10,000 reviews averaging 4.7 stars out of 5 on its products on Amazon and featuring frequently in specialist automotive repair social media channels on YouTube, TikTok and Instagram.

A leading brand with carefully protected IP

·     Since inception, the Group has continued to innovate through both iterative improvements to its line of powered circuit probes and by launching further unique and highly specialised products in underserved or previously non-existent automotive electrical diagnostic niches.

·     The Group recognises the importance of its intellectual property and has moved to protect its portfolio of products through extensive and comprehensive patent and trademark filings.

·     The Directors consider the Group's proprietary technology and rigorous intellectual property protection strategy to be key strengths of the business.  The Group maintains a proactive and extensive intellectual property protection strategy, including issuing warnings, notices and taking expert legal action against product imitators.

Active new product development accelerating and diversifying growth

·     Power Probe has continued to expand on its legacy of innovation through the launch of a wide range of complementary products, including further "first-of-their-kind" solutions, all within its core niche specialism of automotive electrical diagnostics.

·     The Group leverages the extensive knowledge base developed by close contact with the professional service technician community to identify a number of unmet or underserved needs in automotive electrical diagnostics.

·     The Directors believe this knowledge has been critical in enabling the Group to move quickly and develop innovative new products to address these needs and establish a leading market share. These products are typically complementary to existing products and have established Power Probe as a leader in new technologies, creating significant interest in its development pipeline and driving engagement at trade shows and online, ultimately strengthening the feedback loop for further innovation.

Multi-channel distribution with pricing power

·     The Group's customers are tool distributors and retailers whose ultimate end market is professional service technicians; OEMs and ODMs; and, in the case of eCommerce and other non-specialist retail, hobbyists.

·     The Group applies a 'Minimum Advertised Price' policy in the US supported by proactive legal protections and thorough product categorisation and tracking, to ensure the Group is able to track sales and ensure minimum pricing levels are met across sales channels. By enforcing minimum pricing, the Directors believe the premium market perception of the Group's products is maintained.

·     The Group targets sales channels and customers which it believes offer attractive commercial terms and demand visibility, including adherence to the Group's 'Minimum Advertised Price' policy in the US and low customer attrition, to ensure the Group is able to accurately track sales and ensure minimum pricing levels are achieved.

Market position and brand strength delivers high margins

·     The Directors believe the brand equity and innovation of the Group has reinforced the premium perception of the Group's products, which in turn has been a strong contributor to the Group's robust pricing strategy.

·     A key driver in the Group's EBITDA growth has been new product development with new products that are less than three years old accounting for 16% of Power Probe's FY 24 sales (versus HY25 39% sales).

·     The Group has also been able to drive margins by focusing on higher-priced distribution channels while exercising discipline in balancing volumes and price, alongside moving from private brands to higher-margin sales of Power Probe branded products.

·     The Directors believe there is a significant opportunity to drive further growth through innovation in new products within the Group's automotive electrical diagnostics niche.

Untapped opportunity to expand geographically and grow into new areas

·     As part of the Group's growth strategy, the Directors are pursuing opportunities to accelerate growth by entry into new markets or verticals.

·     The Directors have identified opportunities to market the Group's products in new jurisdictions with well-established automotive repair and diagnostics markets including Canada and Mexico, with possible longer-term opportunities for expansion in the European Union and Latin America.

·     Beyond expansion into new geographies, the Directors believe there are additional potential verticals for the Group's specialised products. The Group is exploring the application of its products to military automotive fleets, boating maintenance and repair, the global car rental fleet, and education including technical training colleges for aspiring service technicians.

·     Work is also ongoing to develop strategic accounts with major automotive manufacturers with potential to enter high-volume programs and brand extensions, including roll-out of Group products in car dealerships. The principal OEMs targeted by the Group are large, international automotive manufacturers, for example manufacturers such as Honda, Toyota, Ford and GM.

Established manufacturing partner, adding "Made in USA" for US market

·     The Group has a strong and long-standing supply partnership with MGL APPA, a Taiwan-based manufacturing group (the "Principal Manufacturing Partner").

·     Although the Group has secured a high-quality, commercially competitive supply of products over the medium term with the Principal Manufacturing Partner, the Directors believe the Group can generate further strong growth by leveraging cost savings and the potential price premium applied to goods which are 'Made in USA' by introducing its own additional manufacturing capacity in the US for certain products.

·     The Directors intend to undertake phased capital and operating expenditures from the second half of 2026 through to the first quarter of 2027 for the purchase and installation of plant and equipment and the hiring and training of manufacturing personnel at the Group's existing 49,302 square foot administrative, design, processing and distribution hub at its headquarters in Charlotte, North Carolina, US.

·     The Group anticipates that this new additional manufacturing capacity will come onstream in or around the first quarter of 2027, whereupon the Group will commence production of approximately 10 product types, prioritising those product types the Directors consider to be 'flagship' products.

·     By phasing the roll-out of US manufacturing in this way and retaining the Group's existing supply chain including agreements with its Principal Manufacturing Partner, the Directors believe the execution of its growth strategy will be significantly de-risked.

ADMISSION RATIONALE

The Directors believe that Admission is an important step in the Group's continuing development, and will accelerate its commercial progression. In particular, the Placing and Admission will provide the Company with capital to execute the Directors' growth plans for the Group.

The net proceeds of the Placing will be used by the Company to:

·     open the manufacturing facility in the US, which will strengthen the Group's innovation pipeline and add production capability closer to the Group's core markets;

·     secure top-tier engineering talent including key new hires in industrial technology and research and development;

·     support expansion into new geographies including the build-out at the Group's distribution facility in Nuneaton, UK; and

·     bolster the Group's general working capital.

In addition to the Placing, the Directors believe that Admission will provide the Company with increased reputation and profile and an improved ability to incentivise key employees.

EXPECTED DIVIDEND POLICY:

The Directors intend to adopt a progressive dividend from Admission as a result of their confidence in the Group's growth profile and cash generative business model. Following Admission, the Company will target a dividend payout ratio of profit after tax in the region of 50% with the first dividend payments expected to be made in 2026.

SUMMARY FINANCIAL INFORMATION

Note: Underlying EBITDA is calculated by taking operating profit and adding back depreciation, amortisation, and non-underlying expenses of approximately $509,000 incurred in the six months ended 30 June 2025 pursuant to Admission.

BOARD INFORMATION

Michael Sherwin - Independent Non-Executive Chairman

Michael has over 40 years' experience in finance and leadership roles, having originally trained and qualified as a chartered accountant with Price Waterhouse. Michael served as CFO of Games Workshop plc for ten years during a period of strategic development and expansion, followed by nine years as CFO at Vertu Motors plc during a phase of significant acquisition-led growth. Michael also worked as a non-executive director on several listed boards, including at Plusnet plc where he was appointed on IPO and chaired the audit committee, and at Sumo Group plc where he also was appointed from IPO through to its successful sale in early 2022 and chaired its audit committee.

Jose María ('Chema') García Riera - Chief Executive Officer

Chema began his professional career in Sales and Marketing with German industrial and automotive manufacturer Temper Group, before founding industrial testing and measuring tool manufacturer KPS in 2012. He co-founded the MGL Group in 2018 with Ip Foo Wing and was appointed Managing Director of joint-venture vehicle Power Probe Tek LLC in 2018, before becoming Group CEO of the MGL Group in 2019. Chema has served as CEO of Power Probe since 2018.

Fabio Possas Medina - Chief Financial Officer

Fabio is a Certified Management Accountant with a BS in Accounting and Finance from Lee University, US. Fabio has a strong track record working within the finance functions of US listed companies, including New York Stock Exchange-listed Sealed Air Corporation. Fabio has held a variety of operational finance roles including costing and plant controllership for plastic extrusion sites and corporate financial planning and analysis, with extensive experience in budgeting and cash management whilst driving growth.

Colin Fielding - Independent Non-Executive Director

Colin is an experienced management consultant with over 20 years' experience in strategic planning and business transformation. Colin was previously Chief Commercial Officer at Helm, a US-based brand marketing company, and has held numerous senior roles at automotive and industrial testing and measuring businesses including Bosch Automotive Service Solutions, SPX Flow, and Snap-on Inc.

Cynthia Alers - Independent Non-Executive Director

Cynthia is an experienced Non-Executive Director and Audit & Risk Committee chair for listed companies, not-for-profit and public sector organisations on strategic transformation, risk assurance frameworks, ESG sustainability reporting, corporate governance and stakeholder engagement. She was previously a member of the Nomination and Remuneration Committees at the Port of Dover and Audit and Risk Committee Chair and a member of the Governance Committee at Orwell Housing Association. Cynthia currently sits on the UK Endorsement Board, the UK National Standard Setter for international accounting standards, as well as the board of Natural England.

Ip, Foo Wing - Non-Executive Director

Ip Foo Wing has extensive experience in manufacturing  electrical measurement and diagnostic tools, serving as Chair and CEO of Precision Mastech Enterprises, a Taiwan-based manufacturer, since 2010. In 2018, Ip Foo Wing co-founded the MGL Group with Chema Garcia. Following the demerger of the MGL Group in 2024, he became Chair and CEO of Mastech APPA. Ip Foo Wing holds an EMBA in Information and Finance Management from the National Taipei University of Technology.

Important Legal Information

Forward looking statements

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Important Notice

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this announcement comes should inform themselves about and observe any relevant restrictions. In particular, this announcement is not for release, publication or distribution, directly or indirectly, in, into or from the United States, Australia, Canada, the Republic of South Africa or Japan.

This announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment in relation thereto.

Recipients of this announcement who intend to purchase or subscribe for ordinary shares of 0.1 pence each ("Ordinary Shares") in the Company following publication by the Company of the Admission Document in accordance with the AIM Rules for Companies are reminded that any such purchase or subscription must only be made solely on the basis of the information contained in the Admission Document (and, if relevant, any supplementary admission document) relating to the Company in its final form.

For Taiwan recipients only. This announcement is confidential, for information purposes only and is not a public offering in Taiwan. It is not a prospectus, offering memorandum or other offering document under Taiwan's Securities and Exchange Act. The Company's securities are not listed or traded on any market in Taiwan including but not limited to the Taiwan Stock Exchange (TWSE) and the Taipei Exchange (TPEX). Shore Capital's role is limited to providing general information to the Company as adviser to the Company in respect of Admission, and it does not engage in any securities business in Taiwan. The information contained in this announcement is intended solely for your personal reference. Such information is subject to change without notice and no representation or warranty express or implied is made as to, and no reliance, should be placed on, the fairness, accuracy, completeness or correctness of the information contained in this announcement. This announcement does not intend to provide, and you may not rely on this announcement as providing, a complete or comprehensive analysis of the Company's financial or trading position or prospects. None of the Company nor any of its respective affiliates, advisers or representatives shall have any liability (in negligence or otherwise) whatsoever for any loss or damage howsoever arising from any use of this announcement or its contents or otherwise arising in connection with this announcement.

The Ordinary Shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "US Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Ordinary Shares in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Australia, Canada, the Republic of South Africa or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of Ordinary Shares on Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

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The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or any other applicable securities laws of the United States and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Potential investors should consult an independent professional adviser as to the suitability of the Ordinary Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

SCC, which is authorised and regulated in the United Kingdom by the FCA for the conduct of investment business, is acting exclusively as nominated adviser to the Company in connection with Admission and will not be acting for anyone else in connection with the Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of SCC or for providing advice in relation to Admission or any other matter referred to in this announcement. SCC's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director of the Company or to any other person in respect of such person's decision to acquire shares in the Company in reliance on ay part of this announcement.

SCS, which is authorised and regulated in the United Kingdom by the FCA for the conduct of investment business, is acting exclusively for the Company and for no one else in connection with the Placing and Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of SCS or for providing advice in relation to the Placing and Admission, any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital by the FSMA or the regulatory regime established thereunder, neither Shore Capital, nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in, this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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