Proposed Acquisition and Suspension of Trading

Bowen (LSE: BWN), a special purpose acquisition company formed to acquire businesses in the technology innovations sector with a focus on the financial services industry, is pleased to announce that it has signed conditional, non-legally binding heads of terms to acquire 93.49 per cent of the issued share capital of MINNADEOOYASAN-HANBAI Co., Ltd ("MOH") ("Acquisition").

The Acquisition

The Company has entered into conditional, non-legally binding heads of terms with MOH and KBC to acquire 93.49 per cent of the issued share capital of MOH from KBC for a consideration of approximately £34.47 million to be satisfied through the issue of new ordinary shares of 1p each in the Company ("Ordinary Shares"), at a price of 15p per new Ordinary Share (the "Offer Price"). The Offer Price represents a premium of 25 per cent to the closing middle market price of 12p per Ordinary Share on 21 December 2023, being the closing middle market price the day prior to the release of this announcement.

The Acquisition is conditional upon, among other things:

• the completion of satisfactory due diligence by both parties;
• the negotiation and the entry into legally binding documentation;
• any requisite third party consents being obtained;
• the re-admission of the Company's enlarged share capital to the Official List of the Financial Conduct Authority ("FCA") (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on London Stock Exchange Group Plc's (the "LSE") Main Market for listed securities; and
• a waiver being granted by the Panel on Takeovers and Mergers of any requirement under Rule 9 of the Takeover Code that would otherwise arise on KBC to make a general offer to the Company's shareholders as a result of the issue of the new Ordinary Shares at the Offer Price to it on completion.

It is currently anticipated by the directors of Bowen that on re-admission the market capitalisation of the Enlarged Group would be approximately £42.72 million, based on the Offer Price, with KBC holding approximately 80.7 per cent of the issued share capital of the Enlarged Group and existing Bowen shareholders holding approximately 19.3 per cent of the issued share capital of the Enlarged Group.

Subject to review of the Enlarged Group's working capital, it is not intended that new capital will be raised as part of the Acquisition and re-admission.

Suspension of Ordinary Shares

The Acquisition will on completion constitute a reverse takeover under Chapter 5.6 of the FCA's Listing Rules since, inter alia, in substance it would result in a fundamental change in the ownership and business of the Company. The Company has therefore applied for and has been granted a temporary suspension of the listing on the Official List of the FCA of its Ordinary Shares and its trading on the Main Market for listed securities with effect from 7.30 am this morning until such time as it publishes a prospectus in relation to the Acquisition or it being announced that the Acquisition will not proceed.

As the Acquisition would constitute a reverse takeover under the Listing Rules, on completion of the Acquisition, application would need to be made to the FCA and the LSE for the immediate re-admission of the issued and to be issued share capital of the Enlarged Group to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the LSE's Main Market for listed securities.

Further announcements will be made, as appropriate, in due course.