Jefferies Intl Ltd - Proposed Secondary Placing in Glenveagh plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF APPLICABLE LAW OR REGULATION.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("EU MAR"). Upon publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN GLENVEAGH PLC

Teleios Capital Partners LLC (TCP), acting through Teleios Global Opportunities Master Fund, Ltd. the "Seller", announces the Seller's intention to sell approximately 5 per cent of the issued share capital of Glenveagh Properties plc ("Glenveagh" or the "Company"), through a placing of ordinary shares ("Placing Shares"), to eligible institutional investors (the "Placing").

The Seller currently owns 113,897,285 ordinary shares, corresponding to approximately 21.5% of Glenveagh's entire issued share capital.

The price per Placing Share will be determined by way of an accelerated bookbuilding process to institutional investors. The Placing is subject to demand, price and prevailing market conditions. The Seller reserves the right to sell additional Placing Shares subject to demand. The bookbuilding period will commence with immediate effect following this announcement and may close at any time on short notice. The results of the Placing will be announced as soon as practicable after the closing of the bookbuilding process.

In the context of the Placing, any of the ordinary shares in Glenveagh held by the Seller which are not sold in the Placing will be subject to a 150-day lock-up undertaking (subject to certain customary exceptions).

J&E Davy ("Davy"), Jefferies International Limited and Jefferies GmbH ("Jefferies") have been appointed by the Seller as joint global coordinators and joint bookrunners in connection with the Placing (collectively the "Joint Global Coordinators").

Glenveagh has confirmed, in line with existing shareholder authorities and the terms of its current buyback programme announced to its shareholders on 27 June 2025, it wishes to participate in the placing by its intention to place an order of at least 10% of the Placing Shares. Glenveagh has confirmed that any shares so acquired by it will be cancelled.

ENQUIRIES

Davy (Joint Global Coordinator and Joint Bookrunner) +353 1 679 7788

Brian Garrahy / Orla Cowzer

Jefferies (Joint Global Coordinator and Joint Bookrunner) +44 (0)20 7029 8000

Aditi Venkatram / Oliver Berwin

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a breach of applicable law or regulation. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation ("EEA Qualified Investors"). Each person in a Member State who acquires any Placing Shares or to whom any offer of Placing Shares may be made and, that are located in a Member State will be deemed to have represented, acknowledged and agreed that it is an EEA Qualified Investor. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. For these purposes, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

In Canada, the Placing Shares are being offered and sold only on a private placement basis, under an exemption from the requirement to prepare and file a prospectus under applicable Canadian securities laws, and this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons who are (i) "accredited investors" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) "permitted clients" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

This press release is for information purposes only. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Glenveagh and Glenveagh shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness and such information shall in no way form the basis of, nor shall it be relied on in connection with, any contract to purchase or subscribe for any securities.

In connection with the Placing, the Joint Global Coordinators or any of their affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Placing Shares of Glenveagh or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Global Coordinators and any of their affiliates acting as an investors for their own account. The Joint Global Coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Glenveagh or its shares.

The Joint Global Coordinators are acting for the Seller only in connection with the Placing and no one else and will not be responsible to anyone other than the Seller for providing the protections offered to clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Seller, any Joint Global Coordinators or by any of their respective members, directors, officers, employees, agents or affiliates ("Relevant Persons") as to or in relation to the accuracy, completeness, correctness or sufficiency of this announcement, or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.

The information contained in this announcement is subject to change without notice and may not contain all material information relating to the investment and transaction referred to herein. None of the Seller, the Joint Global Co-ordinators nor any of their respective group undertakings or Relevant Persons give any undertaking to provide the recipient with access to any additional information or to update this announcement or any additional information or to correct any inaccuracies in it which may become apparent, and it reserves the right, without giving reasons, at any time and in any respect to amend or terminate the proposals described herein.

J & E Davy Unlimited Company, trading as Davy, is authorised and regulated in Ireland by the Central Bank of Ireland, authorised and regulated in the United Kingdom by the FCA, and is a member of Bank of Ireland Group

Jefferies International Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Jefferies GmbH is authorised and regulated in Germany by the Bundesanstalt für Finanzdienstleistungsaufsicht.

Each Joint Global Coordinator is acting exclusively for the Seller and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. Neither Joint Global Coordinator will regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone other than the Seller for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in, or contemplated by, this Announcement.