DEWHURST GROUP PLC

AGM Information • Aug 21, 2025

National Storage Mechanism | Additional information

RNS Number : 3155W

Dewhurst Group PLC

21 August 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

21 August 2025

Dewhurst Group plc

("Dewhurst", the "Group" or "the Company")

Result of General Meeting

Dewhurst Group plc, the global manufacturer and supplier of quality components to the lift, transport and keypad industries, announces that all resolutions proposed at its General Meeting held today in connection with the proposed Tender Offer, subsequent De-listing from AIM, Re-registration and adoption of the New Articles were duly passed.

Accordingly and as set out in the shareholder circular published by the Company on 5 August 2025 and which is available on the Company's website at https://dewhurst-group.com/reports-documents/ (the "Circular"), the cancellation of the admission of the Ordinary Shares and 'A' Shares of the Company to trading on AIM is expected to take place on 11 September 2025. Unless otherwise defined, capitalised terms in this announcement shall have the meaning set out in the Circular.

Shareholders are reminded that the Company is currently undertaking a Tender Offer for Ordinary Shares and 'A' Shares.

Under the Tender Offer, Shareholders may tender up to all of their Shares at a price of:

·      £6.65 per 'A' Share; and

·      £9.00 per Ordinary Share.

The latest time and date for receipt of Tender Forms for the Tender Offer is 1.00 p.m. on 28 August 2025.

All Qualifying Shareholders are reminded that following cancellation of the admission of the Ordinary Shares and 'A' Shares to trading on AIM, there will no longer be a formal market mechanism enabling Shareholders to trade their Shares on AIM on a daily basis.

As set out in the Circular, the Directors intend to establish a secondary market trading facility following the De-listing becoming effective, however there is no guarantee that this facility will provide liquidity in the future or that shares sold through it will achieve a price equal to the Tender Prices. It is intended that the trading facility will operate on an annual basis.

Pursuant to resolutions passed at the Company's annual general meeting held on 18 February 2025, the Company is also authorised to make on-market purchases of up to an aggregate of 496,380 Ordinary Shares and 663,828 'A' Shares (representing 15% of the Company's  issued share capital), and currently intends to make purchases in accordance with this authority following the closing of the Tender Offer and prior to the De-listing becoming effective.

Result of General Meeting

The votes were conducted on a poll and a summary of the votes received is detailed below.

	Resolution	Votes For	Votes Against	Votes Withheld
1.	Tender Offer	2,531,392	41,046	431
2.	De-listing	2,529,175	43,113	581
3.	Re-registration and adoption of the New Articles	2,528,225	44,213	431

The full text of the resolutions proposed and passed at the General Meeting can be found in the Circular containing, inter alia, the Notice of General Meeting.

In accordance with the Resolutions, the Company will cancel the admission of the Ordinary Shares and 'A' Shares to trading on AIM following conclusion of the Tender Offer, and subsequently re-register as a private company and adopt the New Articles.

The expected timetable of principal events is as follows:

	2025
Latest time and date for receipt of Tender Forms and settlement of TTE Instructions (i.e. Closing Date of the Tender Offer)	1.00 p.m. on 28 August
Record Date for the Tender Offer	6.00 p.m. on 28 August
Result of the Tender Offer announced	29 August
CREST accounts settled in respect of unsold tendered Shares held in uncertificated form	2 September
Payments through CREST made in respect of Shares held in uncertificated form successfully tendered	by 10 September
Cheques despatched in respect of Shares held in certificated form successfully tendered	by 10 September
Balancing certificates despatched in respect of unsold tendered	by 10 September
Last day of dealings in the Ordinary Shares and 'A' Shares on AIM	10 September
Cancellation of admission of the Ordinary Shares and 'A' Shares to trading on AIM	11 September
Re-registration as a private company	Expected by 26 September

Contacts for further enquiries:

Dewhurst Group Plc	Tel: +44 (0)208 744 8200
Richard Dewhurst, Chairman	www.dewhurst-group.com
Jeremy Dewhurst, Chief Financial Officer
Cavendish Capital Markets Limited (Financial Adviser)	Tel: +44 (0)207 220 0500
Adrian Hadden
Henrik Persson
Hamish Waller
Trisyia Jamaludin
Singer Capital Markets (Nominated Adviser and Sole Broker)	Tel: +44 (0)207 496 3000
Rick Thompson
Alex Bond

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