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Conditional Subscription for approximately £2.5m

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Total Voting Rights

Secondary sale of existing shares

RentGuarantor (AIM: RGG), a provider of rent guarantee services to prospective tenants across the socio-economic spectrum wishing to rent property in the UK1 private rental sector, announces that it has conditionally raised £2,543,254 (the "Subscription") by way of an issue of 20,346,034 new ordinary shares of 10 pence each ("Ordinary Shares") at a price of 12.5p per new Ordinary Share (the "Issue Price") by way of subscriptions ("Subscription Shares"), with each Subscription Share being accompanied by one warrant to subscribe for a new Ordinary Share. The Subscription is conditional on the receipt of funds, shareholder approval at a forthcoming general meeting and admission to trading of the Subscription Shares to AIM and the issue of warrants is also conditional on shareholder approval at the aforementioned general meeting (see below).

Proposed use of Proceeds for the Subscription

The net proceeds raised for the Company through the Subscription are intended to support the Company's growth and facilitate a wider marketing campaign, to be strategically timed with the passage of the Renters' Rights Act, which received Royal Assent on 27 October 2025. As indicated in the Company's announcement of 18 July 2025 in relation to its move to AIM, RentGuarantor's growth strategy for once the Renters' Rights Act has passed into law, includes the following marketing activities:

  • Growing the awareness of the Group's rent guarantor service through precisely targeted marketing campaigns aimed at key sectors and customers, including students and their parents, private and corporate landlords, local authorities and social housing providers, property agents, Build to Rent/later life rentals/student accommodation specialists, charities and universities.
  • Create awareness that supports customer decision-making during the rental process and drives new business leads directly to RentGuarantor, through the use of the full spectrum of relevant consumer and B2B media types, such as digital, broadcast, PR and key partnerships and events with relevant media partners. This is intended to be combined with an in-person and online education programme to support potential partners in understanding the process and benefits of rent guarantees.
  • Further development of the Group's network of partners, which would include insurance underwriters, in order to provide additional capacity and operational comfort to the business to assist with the anticipated increase in contract volumes.

The net proceeds will also, to a lesser degree, be utilised towards maintaining the Company's working capital position as it grows.

Warrants

Once the Subscription becomes unconditional, the subscribers in the Subscription will be issued with one warrant to subscribe for one new Ordinary Shares for every Subscription Share, with each Warrant entitling the holder to acquire one new Ordinary Share at a price of 17.5 pence at any time in the one-year period from issue (the "Warrants"). Effective from issue, the Warrants will contain an accelerator clause such that the Company may serve notice ("Warrant Notice") on the Warrant holders to exercise their Warrants in the event that the closing mid-market share price of the Company's Ordinary Shares reaches 35p or more over a consecutive 14-day trading period. In the event that the Company serves a Warrant Notice, any Warrants remaining unexercised after seven calendar days following the issue of the Notice will be cancelled. The Warrants are non-transferable by the holders without the prior consent of the Company. The Warrants will be in certificated form and none of the Warrants will be admitted to trading on AIM or any other stock exchange.

General Meeting, Admission, Conditionality and Total Voting Rights

The issue and allotment of the Subscription Shares and the issue of the Warrants is conditional, inter alia, upon the passing of resolutions to:

  • authorise the issue and allotment of the Subscription Shares
  • authorise the issue of the Warrants and any new Ordinary Shares resulting from the future exercise of the Warrants; and
  • disapply pre-emption rights in respect of the above (together, the "Resolutions").

The Resolutions will be put to shareholders of the Company at a general meeting of the Company to be convened in due course (the "General Meeting"). A circular including a notice convening the General Meeting and the date for the General Meeting, will be sent to shareholders in due course and a further announcement will be made to confirm this.

Application will be made for the Subscription Shares to be admitted to trading on AIM ("Admission"). Admission is currently expected to become effective on or around 28 November 2025.

The Subscription is conditional upon, the receipt of Subscription monies, the Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 28 November 2025 (or such later time and/or date as the Company may agree, but in any event by no later than 8.00 a.m. on 11 December 2025).

On Admission, the issued ordinary share capital of the Company will comprise 145,264,183 Ordinary Shares with one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on Admission, the total number of Ordinary Shares and voting rights in the Company will be 145,264,183.

Following Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Secondary Sale of existing Ordinary Shares by Southpaw Ltd

Separate to the Subscription, Southpaw Ltd, a company controlled by Paul Foy, RentGuarantor's CEO and Founder ("Southpaw"), has agreed to sell 2,180,000 existing Ordinary Shares at a price of 12.5p per existing Ordinary Share, conditional on (i) the Resolutions being passed at the General Meeting, (ii) any third party regulatory or tax consents or approvals necessary for the sale being received on terms reasonably satisfactory to Southpaw, and such consents and approvals remaining in full force and effect at Admission, and (iii) Admission taking place. A further announcement will be made, following the General Meeting, to confirm the sale of these existing Ordinary Shares by Southpaw Ltd.

To engage with this announcement on our Investor Hub, please use the following link: https://investorhub.rentguarantor.com/link/Pm5BMP

Notice to overseas persons

General

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker to the Company. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Subscription. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.

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

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