Elixirr Intnl PLC - Acquisition of TRC Advisory, LLC

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

For immediate release

22 September 2025

ELIXIRR INTERNATIONAL PLC

Acquisition of TRC Advisory, LLC - Immediately Earnings-enhancing

Elixirr International plc ("Elixirr", the "Company" or, together with its subsidiary undertakings, the "Group"), an established, global award-winning challenger consultancy, is pleased to announce it has acquired all of the issued and outstanding membership interests of TRC Advisory, LLC ("TRC"), a US-based consultancy specialising in growth strategy, commercial effectiveness and value acceleration, for a maximum consideration, including performance-based top-up and earn-out payments, of up to US$125 million (the "Acquisition"). The consideration for the Acquisition is to be satisfied through a combination of cash and the allotment and issue of new ordinary shares of 0.005 pence each in the capital of the Company (the "Ordinary Shares"). The Acquisition is expected to be immediately earnings-enhancing. Further details of the Acquisition are set out below.

Acquisition Highlights

·     TRC is a fast-growing, US-based challenger consultancy helping its clients define and deploy strategies to outperform. Its business focuses on four areas of expertise: growth strategy and value creation, pricing excellence, commercial effectiveness and resource productivity. 

·     The Acquisition fits perfectly with Elixirr's strategy to evolve its capabilities, widen its industry diversification and grow its international presence, particularly within the US, as Elixirr continues to disrupt the traditional consulting model and deliver innovative solutions for its clients globally.

·    TRC's clients include several multibillion-dollar companies, offering exciting cross-selling opportunities for Elixirr, particularly in industries where Elixirr has less presence, including manufacturing and industrials.

·     The Acquisition is the Group's seventh since its AIM IPO in 2020 and marks the first milestone transaction since the Company joined the Main Market of the London Stock Exchange in July of this year. It is the Group's fifth in the US and its largest acquisition to date, adding significant scale as well as accelerating Elixirr's growth in the US.

·     TRC has achieved strong revenue growth and has approximately doubled its average client size between 2022 and 2024. For the 12 months ended 31 December 2024, TRC reported revenue of US$28.8 million and Adjusted EBITDA of US$13.5 million.⁽¹⁾

·    TRC's revenue for the 12 months ending 31 December 2025 ("FY 25") is estimated between US$35-37 million, with estimated Adjusted EBITDA in the range of US$16-17 million.⁽¹⁾

·    EV/EBITDA is 4.2x-7.8x based on the amount of contingent consideration earned during the top-up and earnout period, with the maximum multiple achievable only if TRC meets all Adjusted EBITDA earnout targets.

·   The Acquisition unlocks benefits for both the Group and TRC via cross-sell opportunities, and by capitalising on Elixirr's brand, infrastructure and support functions.

·    Elixirr's commercial due diligence and interviews with TRC's clients found TRC to be rated 35 per cent better than its competition, providing an average overall rating of 8.9/10. Together with TRC, Elixirr can enhance its existing service offering to its global client base, providing additional services that are complementary to Elixirr's established strategy, digital, data, AI and innovation offering.

·    The goodwill arising on the Acquisition will be tax-deductible, with an estimated tax benefit of US$12.8 million over 15 years based on the initial consideration and up to US$29.3m if all the deferred consideration is paid.

·     The headline initial consideration payable under the Acquisition is US$57 million (on a cash-free/debt-free basis and subject to customary working capital adjustments). The cash component of the initial consideration of US$41 million will be funded through the Company's increased revolving credit facility (the "Facility") with National Westminster Bank PLC ("NatWest") of £65 million and a US$20.25 million term loan with NatWest (the "Loan"). The balance of the initial consideration of US$16 million will be satisfied by the allotment and issue of 1,428,526 new Ordinary Shares (the "Consideration Shares") to the TRC Seller.

·     The existing TRC senior leadership team, details of whom are set out in the "Additional information on the Acquisition" section of this Announcement (together, the "TRC Leadership Team"), will join as Elixirr Partners. In connection with the Acquisition the TRC Leadership Team will acquire Ordinary Shares.

(1)   Revenue and Adjusted EBITDA figures extracted from unaudited management accounts prepared under US GAAP. Adjustments to TRC's unadjusted FY 24 and FY 25 EBITDA consist of (i) Managing Director and Director remuneration adjustments that ensure parity and motivation at the Partner table, aligning TRC leadership to the Elixirr culture, and (ii) the addition of Group central charges for services that provide TRC with the support infrastructure to scale (e.g. Finance, Operations, Marketing).

Stephen Newton, Founder and Chief Executive Officer of Elixirr, commented:

"TRC is exactly the kind of firm we look to bring into the Group: bold, entrepreneurial and obsessed with delivering results that create real impact. They've earned the trust of some of the world's most ambitious clients by bringing sharp thinking and commercial impact, not just theory. That's the Elixirr way, too.

"Together, we'll deliver even greater impact to our clients, scale faster in the US and continue proving there's a better alternative to the more traditional consulting firms."

Tim Romberger, Founder and Managing Director of TRC, commented:

"Elixirr is the ideal partner for TRC in enabling our next stage of growth and - most importantly - our principal objective of bringing the advice and support necessary for our clients to outperform. We share the same entrepreneurial DNA, client-first mindset and orientation towards tailored, data-driven strategies underpinned by stronger implementation muscles. With Elixirr's global reach, industry breadth and complementary capability set in AI, digital, operations and brand strategy we will accelerate our progress in becoming a truly disruptive force in the consulting industry."

Information on TRC

TRC is a fast-growing US-based consultancy, with its primary office in Chicago. Founded in 2014 by Tim Romberger, TRC helps its clients define and deploy bespoke strategies to outperform. Its senior-led, pragmatic approach is rooted in robust data analytics but ultimately enabled by a collaborative engagement model that connects data to decision making. The firm specialises in enterprise transformation and value acceleration, underpinned by four core pillars: growth strategy, pricing excellence, commercial effectiveness and resource productivity. TRC is seen by its clients as both a trusted thought partner and a catalyst for effective implementation - a positioning that differentiates it from larger, more traditional consultancies. TRC has grown rapidly and become highly respected as an alternative to those bigger brands.  

Rationale for the Acquisition

The Acquisition fits perfectly with Elixirr's strategy to evolve its capabilities, industry diversification and grow its international presence, particularly within the US. TRC has complementary capabilities to Elixirr, with particular strengths in growth strategy, commercial effectiveness and value acceleration. The Acquisition will further enhance Elixirr's offering, enabling end-to-end premium solutions from strategy to execution, which Elixirr is already going to market with.

The Group will benefit from expanded client access, with TRC gaining access to Elixirr's global C-suite relationships across blue-chip clients and Elixirr gaining the same through TRC. The success of Elixirr's cross-sell model with past acquisitions gives the board of directors of Elixirr (the "Board") confidence that TRC's C-suite-centric client base will create similar opportunities for future consulting work.

The wider Group is also expected to benefit from expansion opportunities within certain sectors. TRC has strong expertise within the manufacturing and industrials sectors, a relatively nascent area for Elixirr, whilst TRC is relatively less established within the financial services and pharmaceuticals sectors - core markets for Elixirr. The Company will seek to capitalise on TRC and the wider Group's relative strengths within these markets and focus on cross-selling to gain further market share and enhance sector diversification.

The Acquisition will also enable TRC to benefit from Elixirr's strong and aligned challenger consultancy brand, enhancing its profile and new client opportunities. Following integration into the Group, TRC is expected to benefit from Elixirr's experienced marketing and recruitment teams and leverage Elixirr's centralised finance, legal and operations infrastructure to support accelerated profitable scaling.

Terms of the Acquisition

The maximum consideration payable under the terms of the Acquisition is US$125 million and consists of:

·     An initial estimated purchase price of US$57 million payable on Completion. Of this initial consideration, US$16 million will be satisfied through the allotment and issue of the Consideration Shares to the TRC Seller. The Consideration Shares will be valued at £8.20 per share (the "Transaction Share Price"). The US$41 million balance will be payable in cash, subject to customary completion adjustments and holdbacks at Completion.

·       Deferred consideration of up to US$68 million, comprised of:

o  A post-Completion contingent top-up payment, capped at US$32 million, to be determined by 30 April 2026 and based on the achievement of agreed FY 25 Adjusted EBITDA performance targets for TRC, will, if earned, be payable up to US$24 million in cash and up to US$8 million to be satisfied by the allotment and issue of further new Ordinary Shares (the "Deferred Elixirr Shares") to the TRC Seller.

o  A further deferred performance-based payment of up to US$36 million, payable over three years (2026, 2027 and 2028) in three instalments, at the Company's discretion, either in cash or through the allotment and issue of further new Ordinary Shares (the "Performance Elixirr Shares" and together with the initial Consideration Shares and the Deferred Elixirr Shares, the "Transaction Shares") to the TRC Seller.

·     An adjustment for net cash/debt and working capital at Completion to be settled in the 12-month period ending 31 December 2026 ("FY 26").

Based on TRC's Adjusted EBITDA and an initial consideration payment of US$57 million, for the 12-month period ended 31 December 2024, this equates to an EV/EBITDA multiple of 4.2x.

Based on the forecast range of FY 25 Adjusted EBITDA performance, including the contingent top-up consideration (which are specifically linked to the delivery of FY 25 results and become payable post-30 April 2026), the aggregate consideration payable pre-earnout would be equal to or less than US$89 million.

The EV/EBITDA multiple range derived using the aggregate pre-earnout consideration of US$89 million and the full maximum consideration of US$125 million, yields an EV/EBITDA multiple range with a lower-bound estimate of 5.2x up to a maximum of 7.8x respectively. Achieving the upper bound would require TRC to achieve all agreed Adjusted EBITDA performance targets over the deal period, otherwise the effective multiple paid would be lower than the headline 7.8x.

Pursuant to nominee agreements, there is a one-year lock-in, commencing at Completion, on the sale of Ordinary Shares as well as limitations on the number of Ordinary Shares that can be sold in the three years following the expiry of the lock-in period.

Following Completion of the Acquisition, the Company expects to grant options over Ordinary Shares to certain employees of TRC. The number of options granted following Completion will depend on TRC's EBITDA performance, with the maximum value of options granted capped at 0.5x TRC's FY 25 Adjusted EBITDA. These options will have an exercise price equivalent to the market price at the time of grant.

Extended revolving credit facility and optional term loan to support the Acquisition

As announced by the Company on 18 September 2025, Elixirr is also pleased to have agreed the option of a US$20.25 million Loan and an increase in its Facility with NatWest from £45 million to £65 million. This will support the Acquisition through funding the cash consideration payable as well as future delivery of the Group's organic and inorganic growth strategy, whilst limiting equity dilution.

Admission and Total Voting Rights

As referred to above, Elixirr will issue the Consideration Shares. The Consideration Shares will rank pari passu with the Company's existing issued Ordinary Shares. The Consideration Shares will be issued pursuant to the Company's existing outstanding shareholder authorities. Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to listing in the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange's Main Market for listed securities ("Admission") and it is expected that Admission will become effective at 8.00 a.m. on 24 September 2025.

After Admission, the total number of Ordinary Shares in issue will be 49,615,941 and the total number of voting rights will therefore be 49,615,941. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. The person responsible for arranging the release of this Announcement on behalf of Elixirr is Graham Busby, Deputy Chief Executive Officer of Elixirr.

Enquiries:

For enquiries, please refer to the Company's Investor Contacts page:

https://www.elixirr.com/investors/investor-contacts

Elixirr International plc                                                                 +44 (0)20 7220 5410  

Stephen Newton, Chief Executive Officer

Graham Busby, Deputy Chief Executive Officer

Nicholas Willott, Chief Financial Officer and Company Secretary

investor-relations@elixirr.com

Cavendish Capital Markets Ltd (Broker)                                    +44 (0)20 7220 0500

Stephen Keys, Callum Davidson, Isaac Hooper (Corporate Finance),

Sunila de Silva (ECM)

About Elixirr International plc

Elixirr is an award-winning global consulting firm working with clients across a diverse range of industries, markets and geographies. Founded in 2009, the firm set out to be the 'challenger consultancy' and do things differently than the large corporate consultancies dominating the industry: working openly and collaboratively with clients from start to finish, delivering outcomes based on innovative thinking, not methodology, and treating each client's business like their own. Elixirr was quoted on the AIM market of the London Stock Exchange in 2020 and listed on the Main Market of the London Stock Exchange in July 2025. In addition to strong organic growth, Elixirr has acquired eight boutique firms - Den Creative, Coast Digital, The Retearn Group, iOLAP, Responsum, Insigniam, Hypothesis and TRC Advisory - to grow the Group's capabilities, diversify the business, expand into new geographies and access new clients.

ADDITIONAL INFORMATION ON THE ACQUISITION

UK Listing Rules

The Acquisition, because of its size in relation to Elixirr, constitutes a significant transaction for the purposes of the UK Listing Rules made by the FCA pursuant to Part VI of the Financial Services and Markets Act 2000 (as amended) (the "UKLRs"), and is therefore notifiable in accordance with UKLR 7.3.1R and 7.3.2R. In accordance with the UKLRs, the Acquisition is not subject to shareholder approval.

The Acquisition is not required to be aggregated with any other transaction under UKLR 7.2.11R.

Board's views on the Acquisition

The Board, taking into account both the strategic and financial rationale for the Acquisition, believes that the Acquisition is in the best interests of Elixirr's shareholders as a whole and is expected to be immediately accretive to Group margins and earnings per share.

Financial information

The following table contains key historical and forecast financial information of TRC:

(2)  Adjustments to TRC's unadjusted FY 24 and FY 25 EBITDA consist of (i) Managing Director and Director remuneration adjustments that ensure parity and motivation at the Partner table, aligning TRC leadership to the Elixirr culture, and (ii) the addition of Group central charges for services that provide TRC with the support infrastructure to scale (e.g. Finance, Operations, Marketing). EBITDA is stated before depreciation and amortisation, net finance costs and taxation and is therefore not directly comparable to the 'profits attributable' measure referred to in UKLR 7 Annex 2. The Board considers EBITDA to be the most appropriate available indicator of TRC's underlying profitability for the purposes of this Announcement.

As at 31 December 2024, TRC had gross assets of US$8.1 million.

Financial effects on the Group's earnings, assets and liabilities

On Completion, the Group's net debt is estimated to increase by £30 million under the Facility.

Goodwill and other intangible assets arising on the Acquisition have not yet been quantified. These will be recognised in accordance with the Group's accounting policies in the financial year ending 31 December 2025. The goodwill arising on the Acquisition will be tax-deductible, with an estimated tax benefit of US$12.8 million over 15 years, based only on the initial consideration and up to US$29.3m if all of the deferred consideration is paid.

As previously mentioned, the Acquisition is expected to be immediately earnings-enhancing for the Group.

Risks of the Acquisition

The Group may fail to realise, or it may take longer than expected to realise, the full expected benefits of the Acquisition

The Group may not realise the full anticipated benefits that the Company expects will arise as a result of the Acquisition, or may encounter difficulties, higher costs or delays in achieving those anticipated benefits. Any failure to realise the anticipated benefits that the Company expects to arise as a result of the Acquisition, or any delay in achieving such anticipated benefits, could have a material and adverse impact on the Group.

Elixirr may not be able to retain key employees of TRC following the transaction

The TRC Leadership Team is important to TRC's future commercial success and financial performance and are expected to remain in the business. Following the Acquisition, key members of the TRC Leadership Team may decide not to continue in their roles as part of the Group, which could have a material and adverse impact on the financial performance of the business. Employee retention has been considered as part of the consideration structure for the Acquisition in order to mitigate this risk.

Related party transactions

The Company has not entered into any related party transactions that are relevant to the Acquisition and have not been published prior to the release of this Announcement.

Legal and arbitration proceedings

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), during the period covering the 12 months preceding the date of this Announcement which may have, or have had in the recent past, significant effects on the Group's or TRC's financial position or profitability.

Sources of information

·     TRC revenue, unadjusted and adjusted EBITDA (historical): Derived from unaudited management accounts for the year ended 31 December 2024, prepared under US GAAP

·     TRC revenue, unadjusted and adjusted EBITDA (estimate): latest unaudited management accounts and internal estimates for FY 25

·     Gross assets: TRC balance sheet as at 31 December 2024 (unaudited)

·     Consideration terms: MIPA dated 19 September 2025

·     Financing terms and expected net debt at Completion: Loan and Facilities Agreement dated 18 September 2025 and Company records

·     Effect on earnings, assets and liabilities: Derived from the foregoing sources and the Company's latest reported balance sheet; not a pro forma and subject to completion accounting

Material contracts of the Company

No contracts have been entered into by the Company or another member of the Group (not being contracts entered into in the ordinary course of business): (i) within the period of two years immediately preceding the date of this Announcement that are, or may be, material to the Group; or (ii) that contain any provisions under which any member of the Group has any obligation or entitlement that is, or may be, material to the Group, save as disclosed below:

Part A: Contracts entered into in connection with the Acquisition

MIPA

On 19 September 2025, the Company, the TRC Seller, TRC and certain other parties thereto (each a "Payee") entered into a Membership Interest Purchase Agreement (the "MIPA") relating to the purchase by the Company of all of the outstanding membership interests in TRC.

The principal terms of the MIPA and the Acquisition are as follows:

·    Initial estimated purchase price of US$57 million payable on Completion. Of this initial consideration, US$16 million will be satisfied by issuing the Consideration Shares to the TRC Seller, with the US$41 million balance payable in cash, subject to customary completion adjustments and holdbacks at Completion.

·     A post-Completion contingent top-up payment, capped at US$32 million, to be determined by 30 April 2026 and, if earned based on the achievement of agreed FY 25 Adjusted EBITDA performance targets, will be payable up to US$24 million in cash and up to US$8 million satisfied by the issue of the Deferred Elixirr Shares to the TRC Seller.

·     A deferred performance-based payment of up to US$36 million, payable over three years (2026, 2027 and 2028) in three instalments, at the Company's discretion, either in cash or through the issue of the Performance Elixirr Shares to the TRC Seller.

·     Adjustment for net cash/debt and working capital at Completion to be settled in FY 26.

·   Customary representations, warranties, covenants and indemnities by TRC, the TRC Seller and the Payees.

·   Customary completion conditions and deliverables, and pre- and post-Completion covenants, including customary non-competition and non-solicitation provisions by the TRC Seller and each Payee.

·     No break fee arrangements apply.

Part B: Other material contracts of the Company

Further details of the other material contracts which the Group has entered into in the previous two years are contained in paragraph 12 of Part XI of the Prospectus (pages 76 to 77) published by the Company on 24 June 2025 and which is available on the Company's website www.elixirr.com/en-gb/investors/shareholder-information/.

Material contracts of TRC

No contracts have been entered into by TRC or its subsidiary undertakings (not being contracts entered into in the ordinary course of business): (i) within the period of two years immediately preceding the date of this Announcement that are, or may be, material to TRC; or (ii) that contain any provisions under which TRC or any of its subsidiary undertakings has any obligation or entitlement that are, or may be, material to TRC, save for the MIPA entered into in connection with the Acquisition and as summarised above.

Key individuals

The TRC Leadership Team comprises the following individuals, who will, following Completion, become Partners in Elixirr.

Tim Romberger (Founder & Managing Director)

Tim is the founder of TRC and serves as Managing Director, responsible for leadership of key client engagements and critical TRC governance activities. Tim started his consulting career when he joined Marakon in 1993, where he subsequently spent 20 years working across Marakon's offices in Europe and North America. In 2014 Tim left Marakon to start TRC. Tim has extensive experience working across a broad range of industries, with particular depth in manufacturing, distribution and retail businesses. He has led engagements for a range of global, large-scale and middle market clients across North America, Europe, Latin America and Asia. Tim has advised clients on a range of issues including corporate strategy, profitable growth, organisational redesign and commercial effectiveness. In April 2009 he co-wrote and published an article in the Harvard Business Review entitled Five Rules for Retailing in a Recession. In 2012 Tim co-founded a biotech start-up, Cyteir Therapeutics, which is focused on developing and commercialising innovative therapies for patients battling a range of cancers and autoimmune diseases. Tim is an active investor across angel, venture capital, private equity and public markets. Beyond his Cyteir Therapeutics board seat, Tim also sits on the board of Sur-Seal, a Heartwood Partners portfolio company. Tim holds a BS degree in Economics from the Wharton School of Business.

Cyrus Patel (Managing Director)

Cyrus has over 15 years of experience as a management consultant and business executive including consulting experience at PwC Consulting, Marakon and Galt & Co before joining TRC as a Director. He has significant strategy, pricing and commercial effectiveness experience in industries such as consumer products, food products, packaging, manufacturing, distribution, healthcare and education and has worked extensively in North America, Europe and Asia. Cyrus also has operating experience with PE companies. He was hired by Sterling Partners as the VP of Strategy & Business Planning for their largest portfolio company at the time, Meritas. Cyrus has an MBA from the Kellogg School of Management of Northwestern University and a B.A. from Cornell University.

Mark Skoskiewicz (Director)

Mark has been a strategy consultant for over a decade. He worked at Marakon from 2004 to 2012, where he managed several large-scale corporate strategy projects, primarily in the industrials space. He was also involved in several M&A projects spanning pipeline development and due diligence. Since assisting Founder Tim Romberger in launching TRC, he's worked with a mix of large corporate and medium-sized private equity owned businesses, primarily to help them drive organic growth. Mark holds an MBA from the Kellogg School of Management of Northwestern University and a B.S. from Indiana University.

Garan Geist (Director)

Garan has 15 years of management consulting experience, having previously worked at Marakon prior to joining TRC as a Director in 2018. He has a broad range of strategy consulting experience, including corporate strategy development and implementation, pricing and growth strategy, financial and market analysis, corporate development, portfolio optimisation, due diligence, salesforce effectiveness and large-scale change management programmes. Garan works across industries, but has focused his time on industrials, chemicals and financial services clients. Garan has an MBA from the Yale School of Management and a B.S. in Mechanical Engineering from Yale University.

Mason Kissell (Managing Director)

Mason has over 35 years of management consulting experience. Prior to joining TRC, he worked with Marakon, where he served for 17 years as their Global Managing Director. Mason is a trusted advisor to senior leaders on issues spanning corporate turnarounds, growth and innovation, resource allocation and productivity, and M&A/divestitures. He challenges engrained views by leveraging a deep understanding of how organisation, strategy, operations and finance are linked to enterprise value. Mason is a graduate of Harvard Business School and Denison University.

Hemal Vyas (Director)

Hemal has over 20 years of experience as a management consultant and corporate executive. His consulting experience includes time at Bain & Company, Marakon and KPMG Consulting. As a consultant, Hemal's experience spans portfolio strategy, go-to-market strategy, commercial effectiveness, and organisational transformation. He has advised clients across a variety of industries including food products, automotive, manufacturing, distribution/logistics, healthcare, and financial services among others. In addition to his consulting experience, Hemal has spent over a decade as a corporate executive building and executing transformative strategies at both public and private companies. Hemal has an MBA from the University of Chicago, Booth School of Business, and a B.A. from Northwestern University.

No additional Company directors are proposed to be appointed in connection with the Acquisition.

IMPORTANT NOTICES

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires: