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Scheme Of Arrangement Becomes Effective

In brief · summary, not quotable

Acquisition of Pinewood Technologies by U.K. Piston Bidco becomes effective; shareholders receive £4.48 per share in cash or rollover units.

  • Cash consideration per share £4.48
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(a newly formed company indirectly owned by entities administered by Ridgeview Partners LLC)

to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Scheme becomes Effective

The boards of Pinewood Technologies Group plc (“Pinewood.AI”) and U.K. Piston Bidco Limited (“Bidco”) are pleased to announce that, further to the announcement on 7 October 2026 that the High Court of Justice in England and Wales had sanctioned the Scheme, and following the delivery of a copy of the Court Order to the Registrar of Companies for registration, the Scheme has today become Effective in accordance with its terms and Pinewood.AI is now a wholly-owned subsidiary of Bidco.

Settlement

Pursuant to the terms of the Scheme, Pinewood.AI Shareholders whose names appeared on the register of members of Pinewood.AI at the Scheme Record Time, being 6 p.m. on 8 October 2026, will be entitled to receive £4.48 in cash for each Scheme Share held, other than any Scheme Shares in respect of which a valid election for the Rollover Alternative has been made.

Pinewood.AI Shareholders who have validly elected to receive the Rollover Alternative in respect of some or all of their Pinewood.AI Shares will be entitled to receive one Rollover Unit for each such Pinewood.AI Share, subject to the Minimum Rollover Percentage described in paragraph 3 of Part 2 of the Scheme Document.

Pinewood.AI Shareholders who have not validly elected to receive the Rollover Alternative will automatically receive the cash consideration due under the Cash Offer in respect of their entire holdings of Pinewood.AI Shares.

Settlement of the cash consideration, and the issue of Rollover Units, to which Pinewood.AI Shareholders are entitled under the terms of the Scheme will be effected in the manner set out in the Scheme Document no later than 23 October 2026.

Dealings in Pinewood.AI Shares

Dealings in Pinewood.AI Shares were suspended with effect from 7.30 a.m. today. Applications have been made to the London Stock Exchange to cancel the trading in the Pinewood.AI Shares on the Main Market, and to the FCA to cancel the listing of the Pinewood.AI Shares on the equity shares (commercial companies) category of the Official List, each of which is expected to take effect by no later than 7.30 a.m. on 12 October 2026, at which point entitlements to Pinewood.AI Shares held within the CREST system will be cancelled and share certificates in respect of Pinewood.AI Shares will cease to be valid.

Dealing disclosures

Capitalised terms used and not defined in this announcement have the meanings given to them in the scheme document published by Pinewood.AI on 28 August 2026 (the “Scheme Document”). All references to times in this announcement are to times in London unless otherwise stated.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.

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

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