Disposal and Proposed Secondary Placing

The Company is pleased to announce the disposal of its wealth management business Vesta Wealth Limited, and Appointed Representative services business InvestAcc Limited, to Vesta’s management, for £12 million, alongside the secondary placing of Vesta management’s holding of shares in the Company to support the transaction’s financing. The disposal of these non-core subsidiaries reinforces the Company’s strategy of focusing on its specialist administration business and provides additional finance for future acquisitions.

Transaction Highlights:

Disposal of Vesta Wealth Limited and InvestAcc Limited to Edengate Wealth Group Limited, a company owned by Nick Gardner, a Director of Vesta Wealth Limited and InvestAcc Limited

Total Enterprise Value of £12 million, representing 9.2x FY25 EBITDA

Sharpens the Group's strategic focus on specialist pensions administration by divesting non-core wealth management and Appointed Representative activities

Enhances financial flexibility to support future acquisition opportunities and investment in the Group's core pension administration business

Reduces exposure to future regulatory developments affecting the wealth management and Appointed Representative sectors

Conditional upon FCA change of control approval; completion expected by early 2027

Accompanying proposed secondary placing by Nick Gardner of up to 6,150,911 existing ordinary shares in the capital of the Company, representing up to approximately 12.5% of the Company's issued share capital to fund the majority of the transaction consideration

Certain directors have indicated their intention to participate in the secondary placing

InvestAcc Group Limited ("InvestAcc", the "Company" or, together with its subsidiaries, the "Group"), a leading UK specialist pension administrator, today announces that it has agreed the disposal of Vesta Wealth Limited ("Vesta"), a firm of chartered financial planners and investment managers offering independent financial advice and investment solutions, and InvestAcc Limited ("IAL"), a company focused on the provision of Appointed Representative services (together, the "Target Businesses"), to Edengate Wealth Group Limited ("Edengate") for an Enterprise Value of £12 million representing 9.2x FY25 EBITDA (the "Disposal").

Under the terms of the Disposal, InvestAcc will receive consideration comprising:

£10 million payable on completion, subject to applicable adjustments; and

a further £1 million payable on each of the first and second anniversaries of completion, with no performance conditions attached to such deferred consideration.

Completion of the Disposal is conditional upon receipt of change of control approval from the Financial Conduct Authority. Subject to satisfaction of this condition, completion is expected by early 2027

The transaction was negotiated directly with Nick Gardner, owner of Edengate and currently a Director of Vesta and IAL. This reflects the Board's focus on ensuring continuity for customers and employees through his ongoing leadership of the Target Businesses, while also delivering value for shareholders. Mr Gardner intends to fund the majority of the consideration payable under the terms of the Disposal through the sale of the 6,150,911 ordinary shares currently held by him in the capital of the Company.

The Disposal supports InvestAcc's strategy of focusing on its specialist pensions administration business. It enables the Group to exit non-core wealth management and Appointed Representative activities, simplify its structure and reduce exposure to regulatory developments affecting those sectors. The Disposal also enhances financial flexibility, supporting future investment in the Group's core business and providing additional capacity to pursue acquisition opportunities.

The Target Businesses operate largely independently of the wider InvestAcc Group, with limited customer overlap with the Group's core pensions administration operations. No transitional services are anticipated following completion. Vesta will continue to use InvestAcc as its preferred SIPP provider for at least two years following completion. IAL will be renamed prior to completion of the Disposal.

Mr Gardner is also a Director of Ashby London (PP) Trustees Limited, Ashby London Trustees Limited, InvestAcc Holdings Limited, InvestAcc Pension Administration Limited, InvestAcc Pension Trustees Limited, Platinum (PP) Trustees Limited, Platinum Trustees Limited and Whitehead Trustees Limited, all subsidiaries of the Company and will resign from their Boards with immediate effect.

Accelerated Bookbuild

The Company announces in connection with the Disposal the proposed sale by Nick Gardner of up to 6,150,911 existing ordinary shares in the capital of the Company representing up to approximately 12.5% of the Company's issued share capital (the "Placing Shares"). The Placing Shares rank pari passu in all respects with the Company’s ordinary shares.

The sale of the Placing Shares and the price per Placing Share will be conducted and determined by way of an accelerated bookbuild to institutional investors (the “Placing”). The Placing will be launched immediately following this announcement and may close at short notice. The Placing is subject to demand, price and prevailing market conditions.

The Company is not issuing any new shares in connection with, and is therefore not party to, the Placing and will not receive any proceeds from it. All net proceeds from the Placing will be received by Mr Gardner as the selling shareholder.

Panmure Liberum Limited ("Panmure Liberum") is acting as bookrunner for Mr Gardner in connection with the Placing. The timing for the close of the accelerated bookbuild process and the determination of the final number and allocation of the Placing Shares will be at the absolute discretion of Panmure Liberum. The results of the Placing, including the final number of Placing Shares sold and the final price per Placing Share, will be announced as soon as practicable thereafter.

Mark Hodges, Will Self, Giovanni Castagno, Helen Copinger-Symes and Martin Potkins, directors of the Company, have indicated their intention to participate in the Placing.

Mark Hodges, Executive Chairman of InvestAcc, commented: “This disposal demonstrates our focus on the specialist pensions administration sector. We are pleased to have found a strong long-term owner in Edengate and Nick Gardner. I am also pleased that the secondary sale of shares brings additional liquidity to the Company shares and I am grateful for the support of existing investors and delighted to welcome a number of the new high profile institutional investors to the Company’s register of shareholders.”