Exercise of Warrants & TVR, Grant of LTIP Options

Amcomri Group plc (AIM: AMCO), the UK focused specialist engineering services and industrial manufacturing group, announces that it has received notice to exercise warrants over 140,363 new ordinary shares in the Company of 1p each ("Warrant Shares"), at an exercise price of 55p, resulting in the receipt of approximately £77,000.

Application has been made for the 140,363 Warrant Shares to be admitted to trading on AIM, which is expected to occur on 13 August 2025 ("Admission"). The Warrant Shares will rank pari passu in all respects with the ordinary shares of 1p each ("Ordinary Shares").

Following Admission, the Company's issued share capital will comprise 71,978,912 Ordinary Shares, none of which are held in treasury. Therefore, the total number of Ordinary Shares with voting rights in the Company following admission will be 71,978,912. 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 Group under the FCA's Disclosure, Guidance and Transparency Rules.

In addition, the Company announces that it has today granted nominal cost options ("LTIP Options") over 884,000 Ordinary Shares under the Amcomri Long Term Incentive Plan 2024 ("LTIP") established by the Remuneration Committee to motivate, retain and incentivise high calibre executives, and align the interests of executives and shareholders in order to successfully grow shareholder value. Any vesting of the LTIP Options is subject to the achievement of Adjusted EBITDA and Total Shareholder Return performance targets over a three-year performance period to 31 December 2027 and to continued employment, under the terms of the LTIP.

The LTIP Options have been granted by the Remuneration Committee to the Executive Directors and PDMRs as follows:

Application of the Takeover Code to awards of LTIP Options to persons acting in concert

Certain shareholders in the Company prior to its admission to AIM are deemed to be acting in concert for the purposes of the Takeover Code (together referred to as the "Concert Party"). At IPO and prior to the grant of the LTIP Options, collectively the Concert Party was interested in 74.5% of the Ordinary Shares in issue, increasing to a maximum percentage assuming the exercise of existing share options granted ("Existing Options") to 74.7%. Assuming the exercise of all Share Options (being the Existing Options and the LTIP Options), the aggregate maximum percentage of the Concert Party in Ordinary Shares following the grant of the LTIP Options today is 71.5%.

Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares ("Rule 9 Offer").

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, a Rule 9 Offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person. A Rule 9 Offer must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

While the Concert Party controls over 50% of the total voting rights, the exercise of Share Options by the Concert Party will not trigger a requirement to make a Rule 9 Offer unless the relevant individual holder's shareholding increases through a Rule 9 threshold. However, it is possible that over the 10 year life of the Share Options the Concert Party's collective percentage shareholding could decrease to below 50%; for example, as a result of share sales by members of the Concert Party and/or as a result of a new Ordinary Shares being issued. In these circumstances the exercise of Share Options could trigger a Rule 9 Offer, unless waived by the Takeover Panel. The Takeover Panel has been consulted about such a waiver and has confirmed that it will not require a Rule 9 Offer to be made as a result of the exercise of the Share Options.

Grant of LTIP Options to members of the Concert Party

The interests of the Concert Party members who were granted LTIP Options are shown in the table below. The maximum percentage has been calculated on the basis that only the LTIP Options granted to members of the Concert Party are exercised.

Full details of the Concert Party's composition and its interests in Ordinary Shares and Existing Share Options are set out on pages 41 and 42 of the Company's Admission Document which is available at https://amcomrigroup.com/investor-relations/aim-rule-26.