Nuformix PLC - Underwritten Open Offer

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN TERN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF NUFORMIX PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

28 October 2025

Nuformix plc

("Nuformix" or the "Company")

Underwritten Open Offer at 0.2p per Open Offer Share to raise £228,081

Nuformix plc (LSE: NFX), a pharmaceutical development company targeting unmet medical needs in fibrosis and oncology via drug repurposing, announces announces an underwritten Open Offer to raise approximately £228,081 (before expenses) through the issue of 114,040,535 Open Offer Shares at an Issue Price of 0.2p per Open Offer Share.

Under the Open Offer, all Qualifying Shareholders are entitled to subscribe for Open Offer Shares at the Issue Price on the basis of:

2 Open Offer Shares for every 35 Ordinary Shares held on the Record Date.

The Issue Price of 0.2p per Open Offer Share represents a discount of approximately 33.33 per cent. to the closing middle market price of 0.3p for each Ordinary Share on 27 October 2025 (the latest practicable date prior to this announcement).

The Open Offer is being underwritten in full by CMC Markets UK Plc who has agreed to subscribe, in cash at the Issue Price, for all of the Open Offer Shares which remain unsubscribed for by Qualifying Shareholders pursuant to the Open Offer.

The Open Offer is only conditional upon the admission of the Open Offer Shares to the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange. It is expected that Admission will become effective and dealings in the Open Offer Shares will commence on 13 November 2025.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.  The Open Offer Shares will be issued pursuant to the authority granted to the directors at the Annual General Meeting of the Company held on 20 March 2025.

The Open Offer is open for acceptance from now until 11.00 a.m. on 11 November 2025.  Details of the Open Offer will be set out in a Circular to be sent to shareholders later today. The Circular sets out the reasons for and further details of the Open Offer, including its terms and conditions and risk factors.

Extracts from the Circular, including the Open Offer's Expected Timetable of principal events, are set out below in Appendix 1.

The above summary should be read in conjunction with the full text of this announcement and the Circular. Unless defined otherwise, capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section below. References to paragraphs below refer to the relevant paragraphs of the Circular and references to 'this Document' refer to the Circular. References to numbered 'Parts' below refer to the relevant parts of the Circular.

Your attention is drawn to the risk factors set out in Part II of the Circular. Details of the action to be taken if you wish to subscribe for Open Offer Shares are provided in Part III of the Circular.

The Circular will be posted to shareholders today and a copy of the Circular will be shortly available on the Company's website: https://nuformix.com/document-center/

Enquiries:

Open Offer - Expected Timetable of principal events

Notes:

(i)    References to times in this Document are to London time (unless otherwise stated).

(ii)   If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

Open Offer statistics

Please refer to Appendix 1 below for further information

Appendix 1

The following is an extract from the letter from the Chairman set out in the Circular, substantially in the same form.

1.     Introduction

The Company is proposing to raise approximately £228,081 pursuant to the Open Offer. The Open Offer is being made on a pre-emptive basis, allowing all Qualifying Shareholders the opportunity to participate by subscribing for Open Offer Shares at the Issue Price of 0.2 pence per Ordinary Share, pro rata to their holdings of Existing Ordinary Shares. The purpose of this Document is to set out the background to, and reasons for, the Open Offer and to provide Qualifying Shareholders with details of its terms and conditions.

In addition, the Underwriter, CMC UK Markets plc, have agreed to subscribe, at the Issue Price, for any Open Offer Shares not otherwise taken up by Qualifying Shareholders pursuant to the Open Offer as explained further in paragraph 5 below.

2.       Background to and reasons for the Open Offer

Nuformix is a pharmaceutical development group targeting unmet medical needs in fibrosis and oncology via a drug repurposing strategy. The Group aims to use its expertise in discovering, patenting and subsequently developing novel drug forms with improved physical properties, to develop new product opportunities that are differentiated from the original product (by way of dose, delivery route or presentation), thus creating new and attractive commercial opportunities. Nuformix has an early-stage pipeline of preclinical assets which the Directors believe has the potential for significant value and early licensing opportunities.

Nuformix's small early-stage pipeline of preclinical assets aims to address areas of high unmet medical need in fibrosis and oncology. The Group has historically targeted product solutions using its expertise in discovering and filing patent applications on novel crystalline forms of existing, marketed drugs. The Group's proprietary drug forms have improved physical properties that potentially offer solutions to historic limitations that have hindered previous development efforts, with the aim of developing novel products, each representing a commercial opportunity. Importantly, the envisaged commercial opportunity is optimised when the repurposed product becomes differentiated from the original marketed drug by way of either dose, route of administration or presentation.

Drug repurposing is a well-known and successful strategy for enhancing the therapeutic and commercial value of marketed drugs. Such development approaches typically offer a greater probability of success compared to developing newly discovered drugs, due to the existing safety and efficacy data that has been generated on the marketed drug. The existence of this data may also result in lower overall development costs and shorter development timelines.

The Group's business model is to develop its lead programmes through key technical value inflection points before partnering or licensing the associated IP. The Group conducts research and development ("R&D") activities through out-sourcing, to enable it to access the different types of expertise that are needed for drug R&D and to minimise operational costs. The Group has established a network of external contractors, with whom the Group have developed relationships over many years. These external contractor relationships span the development supply chain from pre-clinical to clinical development and include well-known pharmaceutical industry contract research and development organisations through to specialist organisations and universities where more bespoke services are required, both using standard terms and conditions or a negotiated contract agreement. The Group has historically held collaborative research and development agreements with numerous companies including Vectura Plc, Vistagen Inc., Benevolent AI and most recently Oxilio Ltd.

NXP002 is the Group's preclinical lead asset and the current primary focus of the Group.  NXP002 is a potential novel inhaled treatment for Idiopathic Pulmonary Fibrosis ("IPF"), Progressive Pulmonary Fibrosis ("PPF") and possibly other fibrosing Interstitial Lung Diseases ("ILDs"). NXP002 is a proprietary, new form of the drug tranilast. NXP002's enhanced physical properties allow delivery to the lung via nebulization.

There are more than 200 types of interstitial lung diseases (ILD), which are characterised by varied amounts of inflammation, scarring, or both, that damage the lung's ability to absorb oxygen. IPF is the most well-known form of ILD, affecting approximately 100,000 patients per year in the U.S. Progressive Pulmonary Fibrosis (PPF), previously referred to as Progressive Fibrosing ILD (PF-ILD), is a larger and even more poorly served segment of the ILD market, affecting approximately 200,000 patients per year in the U.S.

IPF and PPF are devastating lung diseases associated with a higher mortality rate than many cancers with median survival of 3-5 years. Thus, IPF and PPF represent a high unmet medical need such that the requirement for improved treatment options represents what the Directors believe to be a significant commercial opportunity. IPF is classified as a rare disease and presents a global commercial market that is forecast to grow to US$6.4bn by 2031. Sales of standard-of-care ("SoC") therapy OFEV achieved EUR3.8bn in 2024. Sales of Esbriet, also an IPF SoC therapy peaked in 2020 at USD1.2bn prior to genericisation.

Tranilast has a long history of safe use as an oral drug for asthma, keloids and hypertrophic scarring, but while there is growing evidence that supports its potential use in other fibrotic conditions, including IPF, a combination of poor physicochemical properties, variable pharmacokinetics and challenging pharmacodynamics following oral delivery limit its potential use in ILDs. NXP002 is differentiated as it is a patent protected, novel form of tranilast that has been optimised for formulation and delivery direct to the lungs by inhalation, potentially overcoming the issues using tranilast orally as a chronic treatments for ILDs.

The inhalation route is a well-known strategy for the treatment of lung diseases to yield greater efficacy and reduce systemic, off-target side-effects compared to oral treatment. Discontinuation of treatment in IPF and PPF patients is currently an issue in the treatment of these diseases with discontinuation rates for current SoCs up to 64% in certain patient groups due to, in part, their debilitating systemic side-effects. The Directors believe effective inhalation therapies offer the potential to overcome these limitations of oral therapies.

The positioning of NXP002 as an inhaled treatment for IPF and PPF could be either as added to SoC treatments or administered as a monotherapy for patients non-responsive to SoCs and those declining these therapies due to side effects which impact quality of life.

The Group's pre-clinical inhalation development strategy has significantly progressed NXP002 towards validation of its Target Product Profile ("TPP") demonstrating:

•     NXP002 can be delivered in-vivo by a range of nebulisers at the optimum particle size for delivery to the deep lung;

•     high doses appear to be well-tolerated; and

•     an in-vivo inhalation dose response was observed for inflammatory and fibrotic biomarkers that is consistent with ex-vivo human IPF tissue studies to date.

The Group conducted studies in a new iteration of a 3D human IPF lung tissue using a disease and species relevant model that has been advanced to significantly reduce output variability. The results from these studies of NXP002 alone and in combination with current SoCs, can be summarised as follows:

•     NXP002 is well tolerated in ex-vivo human lung tissue with no signs of toxicity events;

•     NXP002 alone delivers a strong, consistent anti-fibrotic and anti-inflammatory effect as demonstrated by modulation of the release of multiple biomarkers of fibrosis and inflammation;

•     both high and low concentrations of NXP002 show an additive anti-fibrotic and anti- inflammatory effect to SoC;

•     in particular, the higher concentrations of NXP002 with SoC's deliver a near complete ablation of fibrosis biomarker release, yet at lower concentrations than have been seen in other preclinical models to date; and

•     the clear, pronounced additive benefit of NXP002 on top of SoCs observed suggests that NXP002 may provide additional efficacy, even in patients responding to SoC therapy.

This raises the possibility that NXP002 targets additional disease pathways to SoC's when increasing the combined anti-fibrotic and anti-inflammatory response. Following success in suppressing biomarkers of fibrotic disease progression in human IPF lung tissue, the same samples were analysed to assess additional mechanistic and anti-inflammatory benefits on top of SoC's and the results are summarised as follows:

•     NXP002 alone delivers a strong, consistent anti-inflammatory effect as demonstrated by suppression of the release of inflammatory cytokines by over 90% for all cytokines studied; and

•     the results further suggest that NXP002 may provide additional efficacy in combination with SoC's, even in patients not responding to SoC therapy alone.

Nuformix's TPP for NXP002 seeks twice daily inhalation administration. To assess NXP002's duration of action, the Group initiated work in an exploratory model in healthy human lung tissue. The model also bridges the Group's successful preclinical work across a variety of LPS-challenge studies. The results are summarised as follows:

•     NXP002 suppresses the release of inflammatory cytokines by healthy human lung tissue following LPS challenge; and

•     an anti-inflammatory effect remains at 12 hours post drug dosing demonstrated by continued suppression of the release of inflammatory cytokines following LPS challenge, confirming NXP002 has a duration of action that may support twice daily dosing.

Data from the precision-cut lung slice ("PCLS") disease model referred to above were reanalysed as part of the on-going discussions with potential licensing and development partners for NXP002. NXP002 had been studied in tissue from an autoimmune ILD explanted lung (in this case from a patient diagnosed with non-specific interstitial pneumonia or NSIP). This data was revisited to compare key biomarker changes in tissue in response to NXP002 treatment using an 'area under the curve' (AUC) based approach, considering total biomarker expression during the treatment period. These new results are summarised as follows:

•     a clear dose response to NXP002 was observed across both extra cellular matrix ("ECM") biomarkers and pro-fibrotic mediators suggesting NXP002's activity in additional pathways to standards of care;

•     a consistent and significant effect of NXP002 was observed alone and in combination with standards of care across both biomarker types in all donors;

•     when the Col1A1 gene was found to be overexpressed in tissue, representing active fibrotic disease and tissue turner, NXP002 consistently attenuates its expression. When Col1A1 is not overexpressed Col1A1 is maintained, which may point towards NXP002's role in ECM homeostasis and supporting healthy tissue repair and regeneration, consistent with the evidence base describing positive results from clinical studies of tranilast in a range of fibrotic diseases; and

•     the autoimmune-ILD donor studied also showed a significant response across both biomarker types alongside the seven IPF donors confirming that NXP002's activity translates well to autoimmune-derived ILDs.

Recently the Group has developed new insights relating to its NXP002 lead programme. Following an in-depth pharmacology review, leveraging human and AI-methodologies, the pathways associated with disease progression in fibrotic diseases in which NXP002 has demonstrated both activity and clinical translation have been assessed across multiple organs. The resulting outputs allow clear demonstration of NXP002's potential to regulate four specific pathways that drive fibrotic disease. This includes core pathways, such as the TGF- ß pathway, but also evidences regulation of the WNT/ß-catenin and NLRP3 pathways, which are emerging as key disease progression pathways requiring suppression. The outputs also illustrate consistent translation from cell-based studies to clinical studies across multiple fibrotic organs, including the lung, in the resolution of extra cellular matrix deposition.

In addition, the Group discovered novel forms of olaparib, a drug currently marketed by AstraZeneca, as Lynparza®, the Group's NXP004 programme. Lynparza® was approved for the treatment of adults with advanced ovarian cancer and deleterious or suspected deleterious germline BRCA mutation and has since secured similar approvals in breast, pancreatic and prostate cancers. These approvals have propelled Lynparza® sales to US$2.6bn in 2022 with industry analysts forecasting annual sales of US$4bn by 2027. Subsequently, further preformulation and in-vitro studies allowed Nuformix to identify lead cocrystals to be progressed for further development. Results from in vitro dissolution studies demonstrated that the two lead NXP004 cocrystals out-performed Lynparza®, both in terms of rate and extent of dissolution and release of olaparib. Enhancement of dissolution in the currently marketed formulation of Lynparza® resulted in improved bioavailability versus the initial marketed product. Therefore, the Directors believe that NXP004 may offer potential to further increase olaparib's bioavailability. In addition, the Directors believe that the potential simplicity of NXP004-based formulations may offer improvements in product cost-of-goods versus the currently marketed product, which requires complex manufacturing methods. Whilst progressing NXP004 is not an immediate priority for the Group, the Directors believe that these attributes position NXP004 for applications in line-extensions for the currently marketed product.

NXP001 is a proprietary new form of the drug aprepitant that is currently marketed as a product in the oncology supportive care setting (chemotherapy induced nausea and vomiting) initially exclusively licensed to Oxilio Limited ("Oxilio") for oncology indications. Oxilio has acquired ownership of Nuformix's NXP001 patent portfolio. Nuformix retained rights to receive further development milestones and royalties capped at £2 million per year under the terms of acquisition.

However, the Group's current primary focus is focused on generating data and further developing discussions with potential partners that may support its efforts to secure an out-licence, option or collaborative agreement for NXP002.

The Directors concluded that NXP002 as a potential treatment for IPF, was a likely candidate for Orphan Drug Designation ("ODD"), which could provide additional product protection against potential future competitors in addition to product development advantages. On 29 May 2025, The Group announced that the European Medicines Agency ("EMA") had granted ODD in IPF for tranilast to the Group. ODD in the European Union ("EU") is granted by the European Commission based on a positive opinion adopted by the EMA Committee for Orphan Medicinal Products that can demonstrate potential for significant advancement in treatment of rare and debilitating diseases affecting no more than five in 10,000 individuals in the EU. ODD provides incentives to developers of medicines for limited patient populations, including 10 years market exclusivity, protocol assistance (guidance on study design and scientific evaluation) and regulatory fee reductions.

On 11 August 2025 the Group announced that it had submitted an application to the US Food and Drug Administration ("FDA") for ODD in the United States using FDA Form 4035. The FDA are currently reviewing the application and it is expected that within 90 days of receipt, they will issue a designation letter, a request for more information or a denial. If ODD is granted in the US, Nuformix may be eligible for certain benefits such as tax credits for clinical trials or qualified clinical testing costs, a waiver of the Prescription Drug User Fee Act application fee when a marketing application is submitted, and the potential to receive seven years of marketing exclusivity upon product approval.

Discussions with potential partners have progressed, such that the Group believes that alongside the FDA ODD application, the following activities will aid the ongoing out-licensing discussions and will be the focus of the use of proceeds from the Open Offer:

•     Assessment of the likely inhaled human therapeutic window;

•     Continued use of expert industry consultants to support partnering discussions and subsequent diligence processes;

•     Continued investment into the maintenance and prosecution of key IP;

•     Continued progression of partnering discussions with multiple parties with the aim of securing an out-licence, option or collaborative development agreement;

•     Provide working capital for the Group whilst it progresses the above activities.

It is anticipated that the outlined assessments can be completed via expert analysis of existing data. However, additional supporting data may need to be generated. Whilst the Group intends to use the net proceeds from the Open Offer to perform the outlined assessments, generate any additional supporting data, continue, and further develop, discussions with potential partners with the aim of securing an out-licence, option or collaborative agreement on the Company's NXP002 programme, it is possible that prospective licensees may require additional data over and above the studies already undertaken before an out-licensing transaction may be concluded. If no out-licence, option or collaborative agreement is concluded by the end of March 2026, or the revenue generated by such deal does not provide sufficient working capital to meet the Company's strategy further funding would be required to provide working capital in line with the Company's strategy to fund corporate and operational overheads and to fund further studies before an out-licensing transaction may be concluded.

Whilst the Open Offer is underwritten, and the gross proceeds expected to be received by the Company are fixed, the Board would like to ensure that Qualifying Shareholders have the ability to maximise their opportunity to subscribe for Open Offer Shares. The Company has therefore included the Excess Application Facility to enable those Qualifying Shareholders who wish to apply for more Open Offer Shares than their Basic Entitlements to do so.

3.     The Open Offer

The Company is proposing to raise approximately £228,081 pursuant to the Open Offer. The Issue Price of 0.2 pence per Open Offer Share represents a discount of 33.33 per cent. to the closing mid-price of 0.3 pence per Existing Ordinary Share on 27 October 2025, the latest practicable date prior to announcing the Open Offer. The Open Offer is being made on a pre-emptive basis, allowing all Qualifying Shareholders the opportunity to participate.

The Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:

2 Open Offer Shares for every 35 Existing Ordinary Shares held

Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be aggregated under the Excess Application Facility.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Basic Entitlements as shown on the Application Form. Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Basic Entitlements. The Company may satisfy valid applications for Excess Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Basic Entitlement. Applications made under the Excess Application Facility will be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility if applications are received from Qualifying Shareholders for more than the available number of Excess Shares.

Qualifying Shareholders who do not take up their Basic Entitlements in full will experience a dilution to their interests of approximately 5.41 per cent. following Admission.

Qualifying Shareholders should note that the Open Offer is being underwritten on the terms of the Underwriting Agreement.

Qualifying Shareholders with fewer than 18 Existing Ordinary Shares will not be able to apply for Open Offer Shares.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

Conditions

The Open Offer is conditional, inter alia, upon the Admission of the Open Offer Shares becoming effective by not later than 8:00 a.m. on 13 November 2025 (or such later time and/or date as the Company may determine, being not later than the Long Stop Date).

If conditions are not satisfied and Admission does not occur by 8:00 a.m. on 13 November 2025 (or by 8:00 a.m. on the Long Stop Date), the Open Offer will not proceed and any applications made by Qualifying Shareholders will be rejected. In such circumstances, application monies will be returned (at the applicant's sole risk), without payment of interest, as soon as practicable thereafter. Revocation of applications for Open Offer Shares cannot occur after dealings have begun.

Excess applications

The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their existing holdings of Existing Ordinary Shares on the Record Date.

Qualifying Shareholders may also make applications in excess of their Basic Entitlements. To the extent that Basic Entitlements are not subscribed by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such excess applications, subject always to a maximum of 114,040,535 Open Offer Shares in aggregate and provided that no Qualifying Shareholder shall be entitled to subscribe for Open Offer Shares if it would bring their aggregate interest in the share capital of the Company to more than the Aggregate Limit. To the extent that applications are received in respect of an aggregate of more than 114,040,535 Open Offer Shares and/or would result in a Qualifying Shareholder having an aggregate interest in the share capital of the Company which would exceed the Aggregate Limit, excess applications will be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility.

The Open Offer will be made to Shareholders outside of the United Kingdom and EEA by means of a notice in the London Gazette, details of which are provided in paragraph 7 of Part III of this Document.

Qualifying Shareholders should note that the Open Offer is not a rights issue.

Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that, in the Open Offer, unlike in a rights issue, any entitlements to Open Offer Shares not applied for or not taken up will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Settlement and dealings

Application will be made to the FCA for the Open Offer Shares to be admitted to the equity shares (transition) category of the Official List in accordance with Chapter 22 of the UKLR and to the London Stock Exchange plc for such Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the Open Offer Shares will commence at 8:00 a.m. on 13 November 2025. Further information in respect of settlement and dealings in the Open Offer Shares is set out in paragraph 9 of Part III of this Document.

Overseas Shareholders

Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer and should refer to paragraphs 6 and 7 of Part III of this Document. Persons who have a registered address in or who are located and/or resident in or are citizens of, in each case, a country other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to acquire or subscribe for any Open Offer Shares. The notice in the London Gazette referred to in paragraph 7 of Part III of this Document will state where an Application Form may be inspected or obtained. Any person with a registered address in or who are located in and/or resident in or are citizens of, in each case, a Restricted Jurisdiction who obtains a copy of this Document or an Application Form is required to disregard them, except with the consent of the Company.

CREST instructions

Application has been made for the Basic Entitlements and the Excess Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Basic Entitlements and the Excess Entitlements will be enabled for settlement through the CREST system as soon as practicable on 29 October 2025. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

4.         ACTION TO BE TAKEN IN RESPECT OF THE OPEN OFFER

The latest time for applications under the Open Offer to be received is 11:00 a.m. on 11 November 2025. The procedure for application and payment depends on whether, at the time at which application and payment is made, a Qualifying Shareholder has an Application Form in respect of their Basic Entitlement or have their Basic Entitlement credited to their stock account in CREST.

Qualifying non-CREST Shareholders

Qualifying non-CREST Shareholders will receive a personalised Application Form which gives details of their Basic Entitlement under the Open Offer (as shown by the number of the Open Offer Shares allocated to them) with this Document. If they wish to apply for Open Offer Shares under the Open Offer, they should complete the accompanying Application Form in accordance with the procedure for application set out in this Document and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to MUFG Corporate Markets so as to arrive as soon as possible and in any event no later than 11:00 a.m. on 11 November 2025.

Qualifying CREST Shareholders

Qualifying CREST Shareholders, will receive no Application Form with this Document but will receive a credit to their appropriate stock account in CREST in respect of their Basic Entitlement and if appropriate their Excess Entitlement. They should refer to the procedure for application set out in Part III of this Document. The relevant CREST instruction must have settled by no later than 11:00 a.m. on 11 November 2025.

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

5.      Directors' interests

The Directors intend to take their full entitlement under the Open Offer¹. The interests of the Directors in the Ordinary Shares (i) as at the date of this Document and (ii) immediately following the issue of the Open Offer Shares, are as shown below.

* held beneficially through Hargreaves Lansdown (Nominees)

* 37,500,000 of which are held beneficially through Interactive Investor Services and 12,000,000 of which are held through Hargreaves Lansdown (Nominees)

*** held beneficially through a nominee appointed by the trading platform, IG Trading and Investments Ltd

Notes:

1    Assuming that the Directors take their full entitlement in the Open Offer, but do not receive any Excess Entitlement, and subject to the Directors not having any restrictions on taking up entitlements under the Open Offer under the Market Abuse Regulation.

5.    Underwriting Agreement

Subject to the terms and conditions of the Underwriting Agreement entered into with the Underwriter on 27 October 2025, the Underwriter has agreed to subscribe in cash at the Issue Price for the Underwritten Shares (being all of the Open Offer Shares which remain unsubscribed by Qualifying Shareholders pursuant to the Open Offer).

The Underwriter's obligations under the Underwriting Agreement are subject to certain conditions, including:

i.        the dispatch of this Document to Shareholders (other than those who the Company determines are not entitled to receive copies); and

ii.       Admission.

Immediately following completion of the Open Offer, and if no Open Offer Shares are taken up by Qualifying Shareholders under the Open Offer the Underwriter would hold approximately 5.41 per cent. of the Enlarged Share Capital.

The Company will pay the Underwriter a fee of £13,685 being equal to 6 per cent. of the total value of the Open Offer for Underwriting the Open Offer.

6.     Additional information

Your attention is drawn to the risk factors set out in Part II of this Document. Shareholders are advised to read the whole of this Document and not rely solely on the summary information presented in this letter.

Definitions