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Result of Tender, Related Party Transaction & TVR

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NIOX Group plc has announced the successful completion of its Tender Offer, returning approximately £12.5 million to shareholders by purchasing 15,625,000 Ordinary Shares at 80 pence per share, representing 3.7% of the company's issued share capital. The company also noted that its substantial shareholder, Harwood Capital, participated in the offer, which has been deemed a related party transaction and fair by independent directors. Following the cancellation of tendered shares, NIOX Group will have 405,241,313 Ordinary Shares in issue, a figure shareholders can use for regulatory notification calculations.

Full announcement

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Oxford, UK – 22 October 2026: NIOX Group plc (AIM: NIOX), a medical device company focused on point-of-care FeNO testing for the diagnosis, monitoring and management of asthma and COPD, is pleased to announce the result of the Tender Offer, details of which were set out in the Circular published by the Company on 29 September 2026.

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 15,625,000 Ordinary Shares, representing approximately 3.7 per cent. of the Company’s issued share capital. The Tender Price was 80 pence per Ordinary Share.

In total, 215,151,513 Ordinary Shares were validly tendered, equal to 51.1 per cent. of the shares in issue as at 29 September 2026.

Accordingly, a total of 15,625,000 Ordinary Shares will therefore be purchased under the Tender Offer. The total value which will be returned to Shareholders pursuant to the Tender Offer will be approximately £12.5 million.

In accordance with the terms and conditions of the Tender Offer as was contained in the Circular, all Individual Excess Tenders will be scaled-back pro rata to the total number of such Ordinary Shares tendered in excess of the Basic Entitlement and up to the Total Excess Tenders.

Payment of the consideration due to Shareholders, whose tenders under the Tender Offer have been accepted, is expected to be paid by 27 October 2026 in respect of shares held in CREST and by 3 November by cheque in respect of shares held in certificated form along with balance certificates in respect of non-tendered shares.

The Company announces that it has been notified that the Directors have tendered their Basic Entitlements and a separate PDMR dealing announcement will be made in due course.

Related Party Transaction

The Company understands that Harwood Capital (the “Substantial Shareholder”), a substantial shareholder in the Company as defined by the AIM Rules, has tendered at least its Basic Entitlement in the Tender Offer.

The participation in the Tender Offer by the Substantial Shareholder at not less than its Basic Entitlement is deemed to constitute a related party transaction under AIM Rule 13.

The independent Directors (being Ian Johnson, Garry Watts, Jonathan Emms, Sarah Duncan, Robert Naylor and Sharon Curran), having consulted with the Company’s nominated adviser, Singer Capital Markets, confirm that they consider that the terms of such participation are fair and reasonable insofar as Shareholders are concerned.

Total Voting Rights

As detailed in the Circular, all the Ordinary Shares that were tendered will be cancelled.

Following the conclusion of the Tender Offer, the Company will have 405,241,313 Ordinary Shares in issue, each carrying one voting right. No Ordinary Shares are held in treasury.

This figure of 405,241,313 may be used by the Company’s shareholders as the denominator in the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

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

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