Proposed Retail Offer
Portmeirion Group plc announced a retail offer to raise up to £2 million by issuing new ordinary shares at 50 pence each, with a minimum subscription of £100. This offer, separate from a £17 million placing, aims to further reduce the company's net debt. The issue price represents a significant discount of approximately 47% to the previous closing mid-market price. Admission and dealings in the new shares on AIM are expected to commence on June 24, 2026.
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Portmeirion Group plc (AIM: PMP), the global homeware brands group, is pleased to announce a retail offer via the BookBuild Platform (the "Retail Offer") of new ordinary shares of 5 pence each in the capital of the Company (the "Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") to raise gross proceeds (before fees and expenses) of up to £2 million. Pursuant to the Retail Offer, up to 4,000,000 Retail Offer Shares will be made available at an issue price of 50 pence per Retail Offer Share (the "Issue Price").
In addition to the Retail Offer on 3 June 2026, the Company announced a placing of new Ordinary Shares (together with the Retail Offer Shares, the "New Ordinary Shares") at the Issue Price (the "Placing") to raise gross proceeds (before fees and expenses) of £17.0 million. Separate announcements have been made regarding the Placing, its terms and the results of the Placing. For the avoidance of doubt, the Retail Offer is not part of the Placing.
The Issue Price represents a discount of approximately 47 per cent. to the closing mid-market price of 94.5 pence per existing Ordinary Share on 2 June 2026, being the latest practicable date prior to the launch of Placing.
The net proceeds from the Retail Offer are expected to be used to further reduce the FY26 year-end net debt.
The Retail Offer is conditional upon, amongst other things, (i) completion of the Placing, (ii) the passing of the Resolutions being passed at the General Meeting by the Company's Shareholders, and (iii) the New Ordinary Shares being admitted to trading on the AIM market ("AIM") operated by the London Stock Exchange plc (the "London Stock Exchange") ("Admission").
Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the announcement issued by the Company on 3 June 2026 regarding the Fundraise.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the Retail Offer Shares to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 24 June 2026 and dealings in the Retail Offer Shares are expected to commence at 8.00 a.m. on 24 June 2026 or, in each case, such later time and/or date as the Retail Offer Coordinator (as defined below) and the Company agree (being in any event no later than 8.00 a.m. on 30 June 2026).
The Retail Offer Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The ISIN number of the New Ordinary Shares is GB0006957293. The TIDM is PMP.
Expected timetable in relation to the Retail Offer
2026
| Retail Offer opens | 8:00 a.m. on 4 June |
| Latest time and date for commitments under the Retail Offer | 4:30 p.m. on 9 June |
| Results of the Retail Offer announced | 7 a.m. on 10 June |
| Admission and commencement of dealings in the Retail Offer Shares on AIM | 8.00 a.m. on 24 June |
| Dealing codes | |
| Ticker | PMP |
| ISIN for the Ordinary Shares | GB0006957293 |
| SEDOL for the Ordinary Shares | 0695729 |
Retail Offer
The Company values its retail shareholder base, which has supported the Company for many years. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial Intermediaries (as defined below) which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/LQPZD7/authorised-intermediaries
Shore Capital Stockbrokers Limited will be acting as retail offer coordinator in relation to the Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild Platform and agree to the final terms and the retail offer terms and conditions, which regulate, amongst other things, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
The Retail Offer will be open to eligible investors in the United Kingdom at 8:00 a.m. on 4 June 2026. The Retail Offer is expected to close at 4.30 p.m. on 9 June 2026. Investors should note that Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this Announcement and information that has been published by or on behalf of the Company prior to the date of this Announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's (the "FCA") Disclosure Guidance and Transparency Rules and UK MAR.
There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the Intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/LQPZD7/authorised-intermediaries
There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant Intermediaries including relevant commission or fee charges.
INFORMATION TO DISTRIBUTORS
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
EU Product Governance Requirements
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