Irish FDI Clearance & Expected Acquisition of PAM

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION FORM THE BASIS OF, OR SHOULD BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OPTIMA HEALTH PLC. PLEASE SEE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT

Optima Health plc

("Optima", the "Company", and, together with its subsidiaries, the "Group")

Receipt of Irish FDI Clearance and Expected Completion of Acquisition of PAM Healthcare Limited

Further to the Company's announcement on 16 February 2026 regarding the conditional acquisition of PAM Healthcare Limited ("PAM"), Optima (AIM: OPT), the UK's leading provider of technology enabled corporate health and wellbeing solutions, is pleased to announce that it has received clearance from the Minister for Enterprise, Trade and Employment under Section 16(3)(a)(i) of the Screening of Third Country Transactions Act 2023 ("Irish FDI"), the sole outstanding condition to completion of the acquisition of PAM (the "Acquisition").

As a result, the Acquisition is now unconditional and is expected to complete on or around 26 March 2026 ("Completion").

Optima will acquire the entire issued share capital of PAM, one of the UK and Republic of Ireland's leading occupational health and wellness service providers, for total cash consideration of approximately £100 million on a debt-free, cash-free, normalised working capital basis, subject to customary adjustments.

The Acquisition is being financed partly through new committed secured debt facilities of £70 million with existing banking partners HSBC and Barclays (the "New Facilities"), and partly through an unsecured short-term related party bridge facility of £30 million with Deacon Street Partners Limited ("Deacon Street"), an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder of the Company (the "Bridge Facility").

As previously announced, Optima intends to repay the £30 million Bridge Facility provided by Deacon Street and to pay associated transaction costs from the net proceeds of an underwritten open offer to raise approximately £35 million (the "Open Offer"). The Open Offer is expected to be made available to qualifying shareholders at an issue price of 175 pence per new ordinary share of 1 penny each (the "Issue Price"), representing a discount of approximately 17.8 per cent. to the closing mid‑market price of 213 pence per ordinary share on 13 February 2026, being the last practicable dealing day prior to the announcement of the Acquisition. Deacon Street has agreed to underwrite the Open Offer at the Issue Price.

The Open Offer will be conducted within the Company's existing share issuance authorities obtained at the Company Annual General Meeting on 1 September 2025.

A circular will be published and posted to shareholders shortly following Completion in relation to the Open Offer (the "Circular") and will include, among other things: (i) further details of the Open Offer and actions to be taken by the Company's qualifying shareholders; and (ii) a notice of general meeting in order to seek the approval of the independent shareholders of the Company in relation to a waiver of Rule 9 of the City Code on Takeovers and Mergers in respect of Deacon Street's underwriting of the Open Offer.

Further details regarding the Open Offer and publication of the Circular will be announced shortly following Completion.

Jonathan Thomas, Chief Executive Officer of Optima Health, commented: "We are delighted to have secured Irish FDI clearance and look forward to completing this transformational acquisition in the coming days. The acquisition of PAM is highly complementary and synergistic for Optima and represents a significant step forward in delivering our stated strategic objectives of £200 million revenue and £40 million adjusted EBITDA in the medium term. We look forward to welcoming PAM colleagues and customers as we begin integration activities focused on service continuity, enhanced client propositions, and technology and data platform alignment."