KELSO GROUP HOLDINGS PLC

Transaction in Own Shares • Dec 17, 2025

National Storage Mechanism | Additional information

RNS Number : 8424L

Kelso Group Holdings PLC

17 December 2025

The information contained within this announcement is deemed by the company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR").  Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

17 December 2025

Kelso Group Holdings Plc

("Kelso" or the "Company")

Result of Placing and Subscription

Further to the announcement published on 15 December 2025, Kelso, the main market listed acquisition vehicle, is pleased to announce that it has conditionally raised gross proceeds of £2.05 million through the placing of 59,333,331 million new ordinary shares ("Placing Shares") and the subscription for 8,999,999 million new ordinary shares ("Subscription Shares") at an issue price of 3.0 pence per share (the "Issue Price") (the "Fundraising"). In aggregate, the Placing Shares and Subscription Shares represent approximately 18.27 per cent. of the existing issued share capital of the Company.

Kelso will use the net proceeds from the Fundraising to expand its current investment portfolio into identified opportunities which will improve the balance of risk versus reward.

The Company has made an application to admit the new ordinary shares to the Official List of the FCA and to the Main Market (Standard List) of the London Stock Exchange ("LSE"). It is expected that settlement for the Placing Shares and Subscriptions Shares, and Admission, will become effective at 8:00 a.m. on 19 December 2025, and that dealings in the Placing Shares and Subscription Shares will commence at that time. The Placing Shares and Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Share of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the existing issued Ordinary Shares after Admission.

Following Admission, the total number of Ordinary Shares and voting rights in the Company will be 442,403,329. This figure may be used by shareholders in the Company 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 and Transparency Rules.

Sir Nigel Knowles, Chairman, Kelso said: "I'm delighted to see the support from our shareholders for this fundraising. We believe the UK small cap market offers significant value and we look forward to updating shareholders on our new investments in due course."

For further information please contact:

Kelso Group Holdings plc	+44 (0) 75 4033 3933
John Goold, Chief Executive Officer Jamie Brooke, Chief Investment Officer Ian Selby, Chief Financial Officer
Zeus (Broker)	+44 (0) 20 3829 5000
Louisa Waddell, Andrew de Andrade (Investment Banking) Ben Robertson (Corporate Broking)
Camarco (Financial PR)
Billy Clegg, Tom Huddart	+44 (0) 20 3757 4980

About Kelso

Kelso was established in November 2022 to identify, engage and unlock trapped value in the UK stock market. Kelso's strategy is to invest in situations where there is an anomaly between the intrinsic value and prospects of a company and its stock market valuation. Kelso will, in particular, look for situations where it believes the sum of the parts of a business is greater than the current value.

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