Share repurchase programme

The Group announces that, as stated in its 2024 interim report dated 15 August 2024, it intends to commence a share repurchase programme to return up to £50 million to shareholders (the Share Repurchase Programme) on 6 September 2024. The Share Repurchase Programme aligns with the Group’s stated intention to deliver attractive and sustainable returns to its shareholders.

The Group has entered into a non-discretionary agreement (the Agreement) with Citigroup Global Markets Limited (Citi) to undertake the Share Repurchase Programme on its behalf by making market purchases, as riskless principal, of the Group’s ordinary shares of one pence each (the Ordinary Shares) on the London Stock Exchange or another recognised investment exchange1. Citi shall make trading decisions under the Share Repurchase Programme independently of the Group, subject to certain parameters agreed between Citi and the Company prior to the commencement of the Share Repurchase Programme and to the Company’s right to terminate the Agreement in certain limited circumstances. Citi will continue to operate the Share Repurchase Programme during any closed period.

Ordinary Shares acquired by Citi under the Agreement will be sold on to the Group. It is the Company’s present intention for such repurchased Ordinary Shares to be cancelled. The purpose of the Share Repurchase Programme is therefore to reduce the Group's share capital. The maximum number of Ordinary Shares to be acquired under the Share Repurchase Programme is 39,358,310, as authorised by shareholders at the Company’s 2024 Annual General Meeting on 9 May 2024. The Share Repurchase Programme is expected to complete no later than 31 January 2025.

Any purchase of the Group Ordinary Shares contemplated by this announcement will be executed in accordance with the Group's general authority to repurchase Ordinary Shares granted by its shareholders at the 2024 Annual General Meeting on 9 May 2024, the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (both as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018), and Chapter 12 of the Financial Conduct Authority's Listing Rules.

1CBOE BXE and CBOE CXE.