Placing and Subscription

Appointment of joint broker

Built Cybernetics (AIM:BUC), the smart buildings group, announces that it has conditionally raised, in aggregate, approximately £0.57 million (before expenses) from certain new and existing investors via a placing and subscription (the "Placing and Subscription") of 37,999,994 new ordinary shares of one penny each in the share capital of the Company (the "New Ordinary Shares") at an issue price of 1.5 pence per New Ordinary Share (the "Issue Price") in two tranches. The Company also intends to raise up to a further approximately £0.1 million (before expenses) by way of the Retail Offer (as defined below, and together with the Placing and Subscription, the "Fundraising").

As part of the Placing and Subscription, certain directors, a person discharging managerial responsibilities ("PDMR") and a subsidiary director have agreed to participate for a total of 10,333,332 New Ordinary Shares at the Issue Price. Further details of the directors', PDMR's, and subsidiary director's participation are set out below.

Of the funds raised pursuant to the Placing and Subscription, approximately £0.135 million will be conditional, inter alia, on the approval by shareholders at the Company's annual general meeting to be held on 22 May 2026 of resolutions to provide authority to the Directors to issue and allot further New Ordinary Shares otherwise than on a non-pre-emptive basis, further details of which are set out below.

Use of proceeds

It is intended that the aggregate net proceeds of the Placing and Subscription will be utilised by the Group for:

• continued development of the Group's Smart Core software to increase its Annual Recurring Revenues;
• M&A related costs as the Group seeks to pursue larger, transformative acquisitions; and
• general working capital purposes and the strengthening of the Group's balance sheet.

Nick Clark, Chief Executive, commented:

"This Fundraise marks an important step forward for Built Cybernetics as we continue to execute on our Smart Buildings strategy. The support we have received from both new and existing investors in a challenging market reflects a shared confidence in what we are building - a Group positioned to design, deliver and operate smart, sustainable buildings from the ground up.

The proceeds will strengthen the balance sheet, allow us to focus on the growth of the Group's recurring software revenues and pursue potential acquisitions that we believe will re-rate this business over the medium term. The inclusion of a Retail Offer via WRAP reflects our commitment to giving all shareholders the opportunity to participate in that growth.

We are grateful to Allenby Capital for their support with the Fundraise and we look forward to updating shareholders on our progress."

In addition to the Placing and Subscription, the Company is proposing to raise up to an additional approximately £0.1 million (before expenses) by way of a retail offer to its existing shareholders of up to 6,666,666 New Ordinary Shares at the Issue Price, which will form part of the Second Tranche Shares (as defined below), to be conducted via the Winterflood Retail Access Platform ("WRAP") (the "Retail Offer"). A separate announcement will be made regarding the Retail Offer and its terms. For the avoidance of doubt, the Placing and Subscription are separate from, and do not form part of, the Retail Offer.

Given that the Company currently has limited authority to issue new ordinary shares for cash on a non-pre-emptive basis the Fundraising is being conducted in two tranches. A total of approximately £0.435 million, representing the issue of 28,999,995 New Ordinary Shares, has been conditionally raised within the Directors' existing share allotment authorities (the "First Tranche Shares"). Application has been made for the First Tranche Shares to be admitted to trading on AIM and it is expected that their admission to AIM will take place on or around 8 May 2026 ("First Admission"). The issue of the First Tranche Shares is conditional, inter alia, upon First Admission taking place.

The balance of the Placing and Subscription, being approximately £0.135 million representing the issue of 8,999,999 New Ordinary Shares, plus the maximum of 6,666,666 New Ordinary Shares that may be issued under the Retail Offer, (together the "Second Tranche Shares"), will be conditional upon, inter alia, the passing of certain resolutions (granting the Directors authority to issue and allot new ordinary shares otherwise than on a non-pre-emptive basis) to be put to shareholders of the Company at the annual general meeting of the Company which is expected to be held on 22 May 2026, whereby such authority will be utilised by the Directors to enable the issue of the Second Tranche Shares. The issue of the Second Tranche Shares will also be conditional, inter alia, on admission of the Second Tranche Shares to trading on AIM ("Second Admission"). Application will be made for the Second Tranche Shares to be admitted to trading on AIM and it is expected that Second Admission will take place on or around 25 May 2026.

The total number of New Ordinary Shares to be issued under the Fundraising, assuming full take-up of the Retail Offer, will represent approximately 11.2 per cent. of the Company's enlarged issued share capital following Second Admission.

Allenby Capital acted as Bookrunner in connection with the placing. The Company also announces the appointment of Allenby Capital as joint broker to Built Cybernetics with immediate effect.

Director and PDMR Participation

The following directors (including certain family members) and a PDMR have agreed to participate in the Placing for New Ordinary Shares, all of which will be Second Tranche Shares:

Subsidiary Director Subscription

Nick Viner, a director of the Company's subsidiary Aukett Swanke Limited, who joined the board of that company on 31 December 2025 on its acquisition of his interior design business, has agreed to subscribe for 1,333,333 New Ordinary Shares at the Issue Price for a value of £19,999.99.

Related Party Approval

Each of Nick Clark and his family members, Freddie Jenner, Tony Barkwith, Jason Brameld and Nick Viner are related parties of the Company for the purposes of the AIM Rules. The non participating directors, being Clive Carver, Robert Fry, and Tandeep Minhas, consider, having consulted with Canaccord Genuity Limited as Nominated Adviser, that the terms of their participation are fair and reasonable insofar as shareholders are concerned.

Information to Distributors

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares to be issued pursuant to the Fundraising have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Ordinary Shares to be issued pursuant to the Fundraising may decline and investors could lose all or part of their investment; (b) the New Ordinary Shares to be issued pursuant to the Fundraising offer no guaranteed income and no capital protection; and (c) an investment in the New Ordinary Shares to be issued pursuant to the Fundraising is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares to be issued pursuant to the Fundraising and determining appropriate distribution channels.