Changes to concert party

Mortgage Advice Bureau (Holdings) plc (AIM: MAB1.L), a leading technology-driven UK mortgage network and broker provides an update on changes to the shareholder concert party established at IPO.

Under the UK City Code on Takeovers and Mergers (the "Code"), a concert party arises where persons, under an agreement or understanding (whether formal or informal), cooperate to obtain or consolidate 'control' (as defined in the Code) of the company or to frustrate the successful outcome of an offer for the company. Certain persons will be presumed, as set out in the definitions of the Code, to be acting in concert with other persons in the same category unless the contrary is demonstrated, including shareholders in a private company who, following the re-registration of that company as a public company in connection with an initial public listing of that company, become shareholders of a company to which the Code applies.

At the time of admission to the London Stock Exchange (and as detailed in the Company's 2014 AIM Admission Document), the Company agreed with the UK Panel on Takeovers and Mergers (the "Panel") that a concert party existed comprising Peter Brodnicki, David Preece, Paul Robinson, and Michelle Draycott (the "IPO Concert Party"). On 27 April 2016 the Company announced that it had been agreed with the Takeover Panel that Michelle Draycott no longer formed part of the IPO Concert Party as she no longer held an executive role at the Company, had materially diluted economic interests, and had no continuing influence over company decision-making. On 22 January 2018 the Company announced that it had been agreed with the Takeover Panel that Paul Robinson no longer formed part of the IPO Concert Party as he no longer held an executive role at the Company, had materially diluted economic interests, and had no continuing influence over company decision-making.

The Company has now agreed with the Panel that David Preece, who ceased to be a Director of the Company on 21 May 2025, should no longer be treated as acting in concert with Peter Brodnicki. Accordingly, there is no longer a concert party comprising the founders of the Company. Peter Brodnicki currently holds 10,401,557 shares in the Company (representing 17.9% of issued share capital).

Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Through its partner firms known as Appointed Representatives (ARs), MAB has over 2,000 advisers providing expert advice to customers on a range of mortgage, specialist lending, protection, and general insurance products. MAB supports its AR firms with proprietary technology and services, including adviser recruitment and lead generation, learning and development, compliance auditing and supervision, and digital marketing and website solutions.