Proposed return of £80 million to Shareholders and Notice of General Meeting

Further to the Company’s announcement on 12 June 2026, the Company is pleased to announce its proposed return of capital of £80 million, by way of tender offer and special dividend, to Shareholders (“Return of Capital”), following the completion of the disposal of Playstack Limited on 10 June 2026.

Highlights

·         The Company is proposing to return up to approximately £56.81 million to Shareholders by way of a Tender Offer.

·         The Tender Price is £1.40 per Ordinary Share, representing a premium of approximately 4.87 per cent. to the closing price of an Ordinary Share on the day before this announcement.

·         Pursuant to the Tender Offer, Shareholders will have a Basic Entitlement to tender approximately 43.08 per cent. of the Ordinary Shares held by them. However, Shareholders can decide whether they want to apply to tender any or all of their Ordinary Shares in the Tender Offer.

·         The maximum aggregate number of Ordinary Shares available to be purchased under the Tender Offer is 40,579,562 Ordinary Shares (representing approximately 43.08 per cent. of the Company's Issued Ordinary Share Capital as at 8 July 2026 (being the latest practicable date prior to the publication of the Circular)).

·         Panmure Liberum will acquire successfully tendered Ordinary Shares at the Tender Price and, subject to the terms and conditions of the Repurchase Agreement and exercise of the put option or the call option under the Repurchase Agreement, then sell them to the Company at the same price.

·         Following the Tender Offer, the Board currently intends to return a minimum of approximately £23.19 million to Shareholders in the form of the Special Dividend. If the Tender Offer is undersubscribed or does not take place (including if the Resolutions are not passed at the General Meeting) such that the full approximately £56.81 million is not returned through the Tender Offer, the Board intends to increase the size of the Special Dividend accordingly such that the value returned to Shareholders by way of the Tender Offer and the Special Dividend is £80 million in aggregate.

·         The Company’s largest shareholder, Watrium, is currently interested in 24,129,245 Ordinary Shares, representing 25.61% of the Company’s Issued Ordinary Share Capital and has undertaken not to participate in the Tender Offer.

·         Accordingly, it is expected that Watrium will be interested in Ordinary Shares carrying more than 30% of the Company’s voting share capital, which would ordinarily result in Watrium having to make a mandatory offer under Rule 9 of the Takeover Code. However, the Panel has agreed to waive the obligation on Watrium to make a mandatory offer, subject to the approval of the Independent Shareholders of the Waiver Resolution.

·         The Company has entered into a new relationship agreement with Watrium and a separate relationship agreement with Gresham House to regulate the ongoing relationship between the Company and each respective party. Further detail of both relationship agreements is set out in paragraph 8 of Part 1 of the Circular.

·         The Independent Directors, being all of the Directors with the exception of Anders Wilhelmsen, consider the Waiver Proposals and the Waiver Resolution to be in the best interests of the Company and the Shareholders as a whole. The Directors consider the Tender Offer Resolution to be in the best interests of the Company and the Shareholders as a whole.

Posting of Circular and Notice of General Meeting

Full details of the Return of Capital are set out in the Circular which can be found here. 

The Tender Offer and the Waiver is conditional upon the approval of Shareholders. Both approvals will be sought at a general meeting of the Company to be held at 10:00 a.m. on 27 July 2026 at the offices of Travers Smith LLP, 3 Stonecutter Street, London, EC4A 4AW.

Related Party Transaction

The Remuneration Committee and the Directors (excluding James van den Bergh) have approved a cash award to James van den Bergh in recognition of his role in the execution of the disposal of Playstack Limited and the associated Return of Capital.

As at the date of this announcement, 1,566,255 Ordinary Shares are held by the Company's Employee Benefit Trust (the "EBT"). James van den Bergh is the sole beneficiary of the EBT and holds fully vested nil-cost options over those Ordinary Shares.

The EBT will not participate in the Tender Offer and has in place a dividend waiver in respect of its Ordinary Shares. Accordingly, the EBT will not receive the Special Dividend.

The amount of Special Dividend that would otherwise have been payable in respect of the Ordinary Shares held by the EBT, being up to £677,339, will remain within the Company. The Remuneration Committee and the independent directors have therefore agreed that an amount equal to such foregone dividend, being up to £677,339, will instead be paid to James van den Bergh as a cash award on, or as soon as reasonably practicable following, completion of the Return of Capital.

As James van den Bergh is a director of the Company, the proposed payment constitutes a related party transaction for the purposes of AIM Rule 13. The Directors (excluding James van den Bergh), having consulted with Panmure Liberum, consider the terms of the transaction to be fair and reasonable insofar as Shareholders are concerned.