Strategic Review

THIS IS AN ANNOUNCEMENT MADE UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION BY ANY PARTY TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE FOR THRUVISION GROUP PLC, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE.

Thruvision Group plc

Strategic Review including Launch of Formal Sale Process

Thruvision Group plc (AIM: THRU) ("Thruvision", the "Company" or, together with its subsidiary undertakings, the "Group"), the leading international provider of walk-through security technology, announces that its board of directors (the "Directors" and, together, the "Board") has decided to conduct a formal review of the various strategic options available to the Group, including the launch of a formal sale process, to maximise value for shareholders, employees and other stakeholders.

The Board believes that, whilst good technical progress has been made and much effort expended to enhance the Group's sales capability since the divestment of the Digital Barriers video division in October 2017, further resources are required to advance the adoption of the Group's technology by customers and operate at greater scale. As such, the Board wishes to explore its strategic options in a coordinated fashion, alongside engaging with a range of potentially interested parties.

Background

As previously announced on 24 October 2024 in the Group's interim results for the six months ended 30 September 2024, the Group has significant near-term opportunities notably in Entrance Security and Retail Distribution (the "Material Opportunities").

The potential contract value from the Material Opportunities for the financial year ending 31 March 2026 is approximately £15 million, and it is expected that there would be follow-on sales of units, software and support. There have been regular ongoing discussions with these potential customers and significant milestones are scheduled for the fourth quarter of the financial year ending 31 March 2025.

As at the date of this announcement, the Group does not have confirmation from these potential customers as to when purchase orders for the Material Opportunities will be entered into, if at all.

The Group's current cash balances as at the date of this announcement total approximately £1.5 million. The Group has no debt, other than a total lease liability of £0.6 million. The Group currently has in place an undrawn overdraft facility of £0.95 million which expires on 31 May 2025. If none of the Material Opportunities are converted to orders, the Board expects the cash resources of the Group to last until approximately the end of May 2025.

Launch of strategic review

Whilst the Board remains hopeful that purchase orders for the Material Opportunities will be secured, it must plan for all potential eventualities in light of its limited cash resources.

The Board has determined that it is now appropriate to undertake a formal review of its options to maximise value for its shareholders and other stakeholders (the "Strategic Review"). The Strategic Review will cover a range of options with a number of potential outcomes, including but not limited to:

• raising additional equity capital from the Group's existing shareholders, new investors and/or strategic partners;
• seeking a strategic partner to support the Group's growth and provide additional financial resources;
• the sale of the Company which would be conducted under the framework of a "Formal Sale Process" in accordance with Note 2 of Rule 2.6 of the Takeover Code;
• the licensing of the Group's technology and intellectual property to a third party for use in applications or territories not currently covered by the Group; and
• the continued review of the Group's strategy, cost base and allocation of cash resources.

Launch of Formal Sale Process and Takeover Code considerations

The Strategic Review will be undertaken under the mechanism referred to in the Takeover Code as a "formal sale process" (the "Formal Sale Process").

The Company has appointed Raymond James Financial International Limited ("Raymond James") and Investec Bank plc ("Investec") as joint financial advisers solely for the purposes of the Formal Sale Process. Parties interested in submitting an expression of interest should first contact Raymond James using the contact details below. It is currently expected that any party interested in submitting any form of proposal for consideration in connection with the Strategic Review (including within the Formal Sale Process) will, at the appropriate time, enter into a non-disclosure agreement and standstill arrangement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process. The Company then intends to provide such interested parties with certain information on its business, following which interested parties shall be invited to submit their proposals. The Company will update the market in due course.

The Company is not currently in discussions with, or in receipt of an approach from, any potential offeror at the date of this announcement. The Company will make further announcements as appropriate. The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any party participating in the formal sale process will not be required to be publicly identified under Rules 2.4(a) or (b) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the process.

Financial advisers

General

Rule 8.3 disclosure

Rule 2.9 disclosure

Rule 26.1 disclosure

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