Related Party Transactions

As notified in the full year results on 21 November 2023, Conygar entered into a subscription and shareholders' agreement (the "Agreement") on 27 September 2023 with its 80% owned subsidiary, Conygar Bristol Limited ("Conygar Bristol") and Urban & City Limited ("Urban & City") in respect of profit-sharing arrangements in connection with the possible acquisition, redevelopment and sale of the land at St Philips Marsh, Bristol. Conygar Bristol has purchased an option to acquire the St Philips Marsh site. Urban & City is wholly owned by Mr Miller-Cheevers who is a director of Conygar Bristol and therefore both Urban & City and Mr Miller-Cheevers are related parties of the Company pursuant to the AIM Rules.

Under the terms of the Agreement, Urban & City is entitled to 20% of any profits from the ultimate potential development of the St Philips Marsh site (after the repayment by Conygar Bristol of any indebtedness, including a priority return to the Company). Also, as notified in the full year results Mr Miller-Cheevers, by way of his wholly owned company Lavignac Securities Limited ("Lavignac") (which is also a related party of the Company), has received an introductory fee of £400,000 in relation to St Philips Marsh and other fees from the Group to further progress The Island Quarter development in Nottingham in addition to the Bristol project. Such fees totalled £200,000 in the year ended 30 September 2023 and continue to be paid at a cost of £16,667 per month.

The Agreement and also the fees payable to Lavignac constitute related party transactions pursuant to AIM Rule 13. The Directors of Conygar consider, having consulted with Liberum, the Company's Nominated Adviser, that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.