REG - 450 PLC - Potential Transaction and Suspension of Trading

450Announcement

07/10/2025 07:00

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RNS Number : 2790C  450 PLC  07 October 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

7 October 2025

 

LEI Number: 2138004EUUU11OVHZW75

 

This announcement contains inside information.

 

450 plc

(the "Company")

 

Potential Transaction and Suspension of Trading on AIM

The Company is pleased to announce that it has signed a non-binding Heads of
Terms for the potential acquisition of the entire issued and to be issued
share capital of Silvercloud Holdings Limited ("Silvercloud") (the "Potential
Transaction").

Silvercloud owns a majority interest in Le Chameau Holdings Limited, the
premium heritage footwear brand, established in 1927, specialising in the
production of handmade rubber boots.

The Potential Transaction remains subject to a number of factors, including
shareholder approval, due diligence and entering into a final binding
agreement. Accordingly, the timing for any transaction is unknown and there
can be no certainty that the Potential Transaction will complete.

Under Rule 14 of the AIM Rules for Companies ("AIM Rules") the Potential
Transaction would constitute a reverse takeover. As such, the ordinary shares
of the Company will be suspended from trading until such time as either an
admission document is published or an announcement is released confirming that
the Potential Transaction is not proceeding.

Silvercloud is defined as a Related Party under the AIM Rules as it is wholly
owned by Marwyn Value Investors LP ("MVI LP"). MVI LP, and the underlying
funds into which it invests are managed by Marwyn Investment Management LLP
("MIM LLP") (together the "Marwyn Funds"),  are a substantial shareholder of
the Company. Certain of the partners of MIM LLP are also directors of the
Company and Silvercloud. Should the Potential Transaction proceed, it will
need to comply with the additional information requirements of Rule 13 of the
AIM Rules relating to Related Party Transactions.

Shareholders should be aware that there is a risk that admission of the
Company's shares could be cancelled if they have been suspended from trading
on AIM for six months.

Further updates will be made in due course.

Enquiries:

450 plc

Tel: +44(0)207 004 2700

Waheed Alli

James Corsellis

 

Zeus Capital Limited (Nominated Adviser and Broker)

Tel: +44(0)203 829 5000

Katy Mitchell

Harry Ansell

 

The person responsible for arranging the release of this announcement on
behalf of the Company is James Corsellis, Director of the Company.

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