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Result of Retail Offer and TVR

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Kelso Group Holdings Plc announced the successful closure of its Retail Offer, raising £188,619 through the issuance of 5,715,712 new Ordinary Shares at 3.3 pence each. This brings the total gross proceeds from the Placing, Subscription, and Retail Offer to £3,188,619 from 96,624,802 new Ordinary Shares. Directors Sir Nigel Knowles and Jamie Brooke subscribed for approximately £125,000 in new shares, while Ian Selby invested approximately £10,000 through the Retail Offer. Admission of these shares to the London Stock Exchange is expected on 23 September 2026, after which the total number of Ordinary Shares will be 560,694,797.

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Result of Retail Offer

and TVR

Kelso, the main market listed acquisition vehicle, is pleased to announce that the Retail Offer, as announced at 7:01am on 10 September 2026 (the "Retail Launch Announcement"), has now closed. The Retail Offer raised in aggregate £188,619 through the issuance of 5,715,712 new Ordinary Shares (the “Retail Offer Shares”) at a price of 3.3 pence per Retail Offer Share (the "Issue Price").

Further to the announcement on 17 September 2026, the Company has raised total gross proceeds pursuant to the Placing, Subscription and Retail Offer, of £3,188,619 through the issue of 96,624,802 new Ordinary Shares (the “Fundraising Shares”).

Director Participation

Certain Directors, being Sir Nigel Knowles and Jamie Brooke, have subscribed for 3,787,878 new Ordinary Shares pursuant to the Fundraise at the Issue Price, representing an aggregate investment of approximately £125,000. In addition, Ian Selby, applied for 303,030 new Ordinary Shares through the Retail Offer at the Issue Price, representing an investment of approximately £10,000.

DirectorPositionNumber of Shares pursuant to the FundraiseResultant shareholding following Admission% of enlarged share capital following Admission
Sir Nigel KnowlesChairman757,5754,257,5750.76%
Jamie BrookeChief Investment Officer3,030,30325,030,3034.46%
Ian SelbyChief Financial Officer303,030532,5290.09%

Admission and Total Voting Rights

Application has been made for admission of the Retail Offer Shares to the Equity Shares (transition) category and to trading on the Main Market of the London Stock Exchange (“Admission”). It is expected that settlement for the New Ordinary Shares, and Admission, will become effective at 8:00 a.m. on 23 September 2026, and that dealings in the New Ordinary Shares will commence at that time. The Retail Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the existing issued Ordinary Shares after Admission.

Following Admission of the Fundraising Shares, the total number of Ordinary Shares will be 560,694,797 and the Company holds 4,327,961 shares in treasury. The total voting rights in the Company will be 556,366,836 which may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the announcement made at 7:01am on 10 September 2026, unless the context provides otherwise.

a.NameSir Nigel Knowles
2.Reason for the notification
a.Position/statusChairman
b.Initial notification /AmendmentInitial notification
a.NameKelso Group Holdings Plc
b.LEI213800K4RRUZLUE5GC02
a.Description of the financial instrument, type of instrument Identification codeOrdinary Shares of 1p each ISIN: GB00BK1VJS23
b.Nature of the transactionSubscription for Ordinary Shares
c.Price(s) and volume(s)Price(p) Shares 3.3 757,575
d.Aggregated information Aggregated volume PricePrice(p) Shares 3.3 757,575
f.Place of the transactionOff market
1.Details of the person discharging managerial responsibilities / person closely associated
a.NameJamie Brooke
2.Reason for the notification
a.Position/statusChief Investment Officer
b.Initial notification /AmendmentInitial notification
a.NameKelso Group Holdings Plc
b.LEI213800K4RRUZLUE5GC02
a.Description of the financial instrument, type of instrument Identification codeOrdinary Shares of 1p each ISIN: GB00BK1VJS23
b.Nature of the transactionSubscription for Ordinary Shares
c.Price(s) and volume(s)Price(p) Shares 3.3 3,030,303
d.Aggregated information Aggregated volume PricePrice(p) Shares 3.3 3,030,303
f.Place of the transactionOff market
1.Details of the person discharging managerial responsibilities / person closely associated
a.NameIan Selby
2.Reason for the notification
a.Position/statusChief Financial Officer
b.Initial notification /AmendmentInitial notification
a.NameKelso Group Holdings Plc
b.LEI213800K4RRUZLUE5GC02
a.Description of the financial instrument, type of instrument Identification codeOrdinary Shares of 1p each ISIN: GB00BK1VJS23
b.Nature of the transactionAcquisition of Ordinary Shares pursuant to the Retail Offer
c.Price(s) and volume(s)Price(p) Shares 3.3 303,030
d.Aggregated information Aggregated volume PricePrice(p) Shares 3.3 303,030
f.Place of the transactionLondon Stock Exchange, AIM

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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