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Acceptance Level Update

In brief · summary, not quotable

Kondor AI's offer for Ora Technology has received acceptances of 67.86% of Ora shares as of 23 April 2025.

  • Valid acceptances received 142,083,075 Ora Shares
  • Percentage of Ora issued share capital 67.86%
  • Consideration shares to be issued 206,680,050
  • Exchange ratio 0.9848 Consideration Shares per Ora Share
Full announcement

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BY

KONDOR AI PLC

to be implemented by way of a takeover offer

UPDATE ON ACCEPTANCES LEVELS

Introduction

On 21 March 2025, Kondor published and posted a circular to its Shareholders setting out, amongst other things, the terms of, and the reasons for the Kondor Board recommending, the Acquisition, seeking approval of the waiver of Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") in relation to the Acquisition and seeking approval to issue and allot up to 206,680,050 Consideration Shares (the "Consideration Shares") to Ora shareholders in exchange for the shares of Ora (specifically, 0.9848 Consideration Shares in exchange for every 1 Ora Share) pursuant to the terms of the Acquisition (the "Kondor Circular"). On the same date, Kondor published an offer document to Ora shareholders in relation to the Takeover Offer (the "Offer Document"). The Offer Document contained full terms of the Offer and procedure for its acceptance.

On 16 April 2025, Kondor declared the Offer unconditional.

Acceptances level update

In accordance with Rule 17 of the Takeover Code, Kondor announces that, as at 6.00 p.m. (London time) on 23 April 2025 (being the last Business Day prior to the date of this announcement), valid acceptances of the Offer ("Valid Acceptances") had been received in respect of a total of 142,083,075 Ora Shares, representing approximately 67.86 per cent. of Ora's existing issued share capital.

So far as Kondor is aware, as informed by Ora, included within the above are Valid Acceptances in respect of 12,000,000 Ora Shares (representing, in aggregate, approximately 5.72 per cent. of Ora's existing issued share capital) which were the subject of irrevocable undertakings to accept (or procure the acceptance of) the Offer, given by the Kondor Directors in respect of their own entire legal and beneficial holdings of Ora Shares.

So far as Kondor is aware, as informed by Ora, included within the above are Valid Acceptances in respect of 12,000,000 Ora Shares (representing, in aggregate, approximately 5.72 per cent. of Ora's existing issued share capital) which were received from persons acting in concert with Kondor.

Accordingly, as at 6.00 p.m. (London time) on 23 April 2025, Kondor has received Valid Acceptances of the Offer in respect of 142,083,075 Ora Shares (representing approximately 67.86 per cent. of Ora's existing issued share capital), which Kondor may count towards satisfaction of the Acceptance Condition to its Offer.

The percentages of Ora Shares referred to in this announcement are based on figures of 209,870,075 Ora Shares in issue as at close of business in London on 23 April 2025 (being the last Business Day prior to the date of this announcement), in accordance with information publicly available to Kondor as at the date of this announcement.

Interests in securities

NameNo of Ora SharesNo of Ora warrants% shareholding of issued share capital of Ora
Toro Consulting Ltd (shares held by Jonathan Bixby)12,000,000-5.72%
Benjamin Sampson---
Jill Kenney---
Nicholos Hellyer---
Brian Stockbridge10,000,000-4.84%
First Sentinel Corporate Finance3,000,0003,000,0001.45%
  • had any interest in, or right to subscribe in respect of, any relevant Ora securities;

Action to be taken

Ora Shareholders who have not yet accepted the Offer are urged to do so as soon as possible, in accordance with the following procedures:

Full details on how to accept the Offer are set out in section 13 of Part I of the Offer Document.

Settlement

Questions

The Offer Document, together with the relevant Form of Acceptance, was published on 21 March 2025.

Rules 26.1 and 26.2 Disclosure

Requesting Hard Copy Documents

Rule 2.9 Disclosure

No Profit Forecasts or Estimates

Other Disclosure Requirements of the Takeover Code

Disclaimers

General

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

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