Retail Offer to raise up to £3.0 million

The Board of Duke Capital Limited (the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares ("Ordinary Shares") of no par value in the capital of the Company (the "Retail Offer Shares") at an issue price of 27.5 pence per New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, and as announced earlier today, the Company is also conducting a placing of new ordinary shares (the "Placing"), broker option (the "Broker Option") and subscription (the "Subscription") and together with the Retail Offer Shares, the "Fundraising") of a minimum of 54,545,455 New Ordinary Shares at the Issue Price. The Placing, Broker Option and Subscription is expected to raise a minimum of £15 million (before expenses) at the Issue Price.

A separate announcement has been made regarding the Placing, Broker Option and Subscription and sets out the reasons for the Placing, Broker Option, Subscription, and the use of proceeds. The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing, Broker Option and Subscription. For the avoidance of doubt, the Retail Offer is not part of the Placing, Broker Option and Subscription.

The Issue Price represents a discount of approximately 8.9 per cent to the closing share price of 30.2 pence per existing Ordinary Share on 13 November 2024 (being the last practicable date prior to the date of this announcement). The issue price of the Retail Offer Shares is the same as the Issue Price of the Placing, Broker Option and Subscription.

The Retail Offer is conditional on the passing of the Resolution at the extraordinary general meeting of the Company expected to be held on 3 December 2024 (the "Extraordinary General Meeting") and the Retail Offer Shares being admitted to trading on the AIM market operated by the London Stock Exchange plc (the "London Stock Exchange") ("Admission"). Admission of the Retail Offer Shares is expected to take place on 4 December 2024. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing, Broker Option and Subscription but completion of the Placing, Broker Option and Subscription are not conditional on the completion of the Retail Offer.

A circular, containing further details of the Fundraising and the notice of the Extraordinary General Meeting to be held at 11.00 a.m. on 3 December 2024 to, inter alia, approve the resolution required to implement the Fundraising, is expected to be published and despatched to Shareholders on or around 15 November 2024 (the "Circular"). Following its publication, the Circular will be available on the Group's website at www.dukecapital.com/investors-info/.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/E7RJG1/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 4:35pm on 14 November 2024. The Retail Offer is expected to close at 12:00pm on 22 November 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription of £500.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/E7RJG1/authorised-intermediaries

Key Investment Risks

The Company's LEI is 213800GUTKPSJ39SER44.

UK Product Governance Requirements

EU Product Governance Requirements