REG - Develop North PLC - Publication of a Prospectus

Develop NorthAnnouncement

16/01/2026 11:15

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RNS Number : 2622P  Develop North PLC  16 January 2026

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OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR ANY EEA STATE OR ANY OTHER JURISDICTION WHERE TO
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JURISDICTION. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF
THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does
not constitute a prospectus. Investors should not subscribe for or purchase
any shares referred to in this announcement except on the basis of information
contained in the tripartite prospectus (comprising a summary, a registration
document and a securities note) published by Develop North PLC (the
"Prospectus") today and not in reliance on this announcement. Approval of the
Prospectus by the FCA should not be understood as an endorsement of the
securities that are the subject of the Prospectus. Potential investors should
read the Prospectus and in particular the risk factors set out therein before
making an investment decision in order to fully understand the potential risks
and rewards associated with the decision to invest in the Company's
securities. This announcement does not constitute, and may not be construed
as, an offer to sell or an invitation or recommendation to purchase, sell or
subscribe for any securities or investments of any description, or a
recommendation regarding the issue or the provision of investment advice by
any party. Copies of the Prospectus, subject to certain access restrictions,
will be available shortly for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website (https://wwwdevelopnorth.co.uk).

16 January 2026

 

DEVELOP NORTH PLC

(the "Company" or "DVNO")

 

Publication of a prospectus and circular (containing a Notice of General
Meeting)

Introduction

Develop North PLC, the North East's Investment Fund, announces that it has
today published a prospectus as it seeks to raise further capital to enhance
shareholder value through a broader, more diversified portfolio of investments
predominantly focussed in the North East of England.

The Company is targeting a fundraise of up to £58.0 million (before expenses)
through the issue of Ordinary Shares pursuant to the Initial Issue comprising,
the Initial Offer for Subscription and Retail Offer, at a price of 81.60 pence
per Ordinary Share (the "Issue Price").

The Issue Price reflects the expected costs of Initial Issue and the first
dividend to which holders of the new Ordinary Shares issued pursuant to the
Initial Issue will be entitled, being the first interim dividend (if declared)
in respect of the year ending 30 November 2026.

Thereafter, the Board intends to implement the Share Issuance Programme to
raise additional capital for further investment in accordance with the
Company's Proposed Investment Objective and Investment Policy.

Currently, Develop North PLC is a property-backed lending fund advised by its
Investment Adviser, Tier One Capital Ltd, providing finance to commercial and
residential real estate developers, predominantly secured over land/or real
estate.

The Proposed Investment Objective and Investment Policy, announced on 9 July
2025 and requiring shareholder approval, will support the Company's objective
to deliver consistent and stable income and the potential for attractive total
returns over the medium to long term. The change will enable the Company to
allocate the capital that it intends to raise across a wider range of asset
classes while continuing to focus on areas where the investment team has deep
expertise and strong regional insight.

The Company has also published a circular giving notice of the General
Meeting, to be held at 12 noon on 18 February 2026, at which shareholder
approval will be sought for, inter alia, (i) the Company to allot shares
pursuant to the Initial Issue and the Share Issuance Programme on a
non-pre-emptive basis, (ii) the proposed amendments to the Company's
investment objective and investment policy, (iii) the renewal of the proposed
general authority to allot Ordinary Shares previously granted at the Company's
annual general meeting in 2025, (iv) the proposed authority to buyback shares
issued pursuant to the Initial Issue and the Share Issuance programme and (v)
the proposed adoption of the New Articles to change the next continuation vote
to 2028.

Target returns

Should Shareholders pass the Investment Policy Resolution, the Company will
target:

·    an average Net Asset Value total return of 10-11 per cent. per annum
over the next seven years, including 4 per cent. per annum capital uplift
based on forecast average increases; and

·    a target dividend of 6-7 per cent. per annum of Net Asset Value on
average over the next seven years.

The total return figure stated is a target only and is based on a number of
assumptions (including the Company raising money pursuant to future
fundraises, which is not guaranteed). There can be no assurance that this
target will be met and it should not be taken as an indication of the
Company's expected future results. The total return figure is also based on
the Company utilising higher levels of leverage across the commercial and
residential strategies than has historically been utilised for the real estate
lending portfolio.

The dividend figure is a target only and is based on a number of assumptions
(including the Company raising money pursuant to future fundraises, which is
not guaranteed). There can be no assurance that this target will be met and it
should not be taken as an indication of the Company's expected future results.
The dividend figure is also based on the Company utilising higher levels of
leverage across the commercial and residential strategies than has
historically been utilised for the real estate lending portfolio.

The Initial Issue

The Company is making an offer of Ordinary Shares pursuant to the Initial
Offer for Subscription at the Issue Price, subject to the Terms and Conditions
of Application. Investors may also subscribe for Ordinary Shares at the
Initial Issue Price pursuant to the Retail Offer. Only the Intermediaries'
retail investor clients in the United Kingdom are eligible to participate in
the Retail Offer.

The Directors believe that the Initial Issue has the following principal
benefits for Shareholders:

·    the net proceeds of the Initial Issue will be used to invest in
assets which will enable the Company to grow its portfolio pursuant to the
Company's revised investment strategy thereby adding further diversification
to its assets;

·    an increase in the size of the Company following Initial Admission is
expected to improve liquidity of the Ordinary Shares. This should enhance the
marketability of the Company and should result in a broader investor base over
the longer term; and

·    an increase in the size of the Company following Initial Admission
will mean that the fixed costs of operating the Company are spread over a
larger asset base, thereby reducing the Company's on-going charges per Share.

The Initial Issue opens today and subscriptions via the Initial Offer for
Subscription or the Retail Offer must be received no later than 1.00 p.m. on
30 March 2026. The result of the Initial Issue will be announced on 31 March
2026, and it is expected that the new Ordinary Shares will be admitted to the
Official List and to trading on the main market of the London Stock Exchange,
subject to the satisfaction of the conditions to the Initial Issue, on 2 April
2026.

The Initial Issue is conditional upon, inter alia, (i) the passing of the
Issue Resolutions at the General Meeting, (ii) the passing of the Investment
Policy Resolution at the General Meeting, (iii) Initial Admission of the new
Ordinary Shares to be issued pursuant to the Initial Issue occurring no later
than 8.00 a.m. on 2 April 2026 (or such later time and/or date as the Company,
the Investment Adviser and Cavendish may agree) and (iv) the Share Issuance
Agreement not being terminated prior to Initial Admission. If these conditions
are not met, the Initial Issue will not proceed and an announcement to that
effect will be made via a Regulatory Information Service.

The Share Issuance Programme

Subject to the passing of the Issue Resolutions, the Company will have
authority to issue up to 368 million Shares in aggregate (less the number of
Ordinary Shares issued under the Initial Issue) pursuant to the Share Issuance
Programme. Ordinary Shares and/or C Shares may be issued pursuant to the
Share Issuance Programme. Each Issue may comprise a Placing and/or a
Subsequent Offer for Subscription and/or a Subsequent Retail Offer.

The Share Issuance Programme is flexible and may have a number of closing
dates in order to provide the Company with the ability to issue Shares over a
period of time. The Share Issuance Programme is intended to satisfy market
demand for Shares and to raise money to increase the size of the Company and
invest in accordance with the Proposed Investment Objective and Investment
Policy.

It is expected that the costs and expenses of issuing Ordinary Shares under
the Share Issuance Programme will be covered by issuing such Ordinary Shares
at the Share Issuance Programme Price which will be set at a premium to the
prevailing Net Asset Value per Ordinary Share at the relevant time. The costs
and expenses of any issue of C Shares under the Share Issuance Programme will
be paid out of the gross proceeds of such issue of C Shares and will be borne
by holders of C Shares only.

Pipeline

The Investment Adviser team has identified more than £175 million of
available opportunities applicable to the Proposed Investment Objective and
Investment Policy (together, the "Pipeline").

The table below sets out the time that the Directors (as advised by the
Investment Adviser) estimate it will take to invest the net proceeds of the
Initial Issue at varying levels of Initial Issue size:

 Net proceeds of Initial Issue  Time to be substantially invested
 £25 million                    0 to 6 months
 £55.8 million                  3 to 9 months

It is expected that the Company will remain substantially or fully invested
thereafter. Shareholders and prospective investors should note that the target
returns and dividend yield set out above are expected to be achieved only once
the net proceeds of the Initial Issue are substantially or fully invested.
Subsequent Issues pursuant to the Share Issuance Programme may affect the
Company's ability to meet the target returns and dividend yield while the
proceeds of such Subsequent Issue are pending investment.

Commercial Property Pipeline

 Sector                Asset                                                                     Size (sqft)          Expected yield (%)  Estimated investment (£ millions)
 Industrial            Multi-let industrial Estate close to A1(M)                                203,000              8.7 NIY             10.0
 Retail                Retail parade in affluent suburb                                          23,870               7.2 NIY             3.4
 Retail                Single let retail warehouse unit close to City Centre                     42,014               7.3 NIY             6.7
 Retail                Multi-let trade park                                                      60,705               7.7 NIY             4.1
 Office                Multi-let office building                                                 28,697               6.9 NIY             7.0
 Office                Single let prime office building                                          12,033               7.5 NIY             3.6
 Office                Mixed use property in secondary location                                  9,621                9.1 gross           8.8
 Office & Leisure      Prime mixed used multi-let office, retail & leisure building              58,853               7.5NIY              16.7

                                                                                                                      9.2 reversionary
 Industrial            Multi-Let industrial estate with future redevelopment potential           82,740  on 7 acres   7.1 NIY             5.0

                                                                                                                      8.9 reversionary
 Office & Retail       Mixed use multi let office & retail building                              15,292               7.3 NIY             5.3
 Office                Refurbishment opportunity                                                 31,571               15.0 IRR            5.0
 Industrial            Portfolio of 3 modern industrial warehouse/ logistics units               83,653               5.7 NIY             8.3

                                                                                                                      8.0% reversionary
 Industrial            Portfolio of 5 warehouse units                                            60,973               6.2 NIY             6.4

                                                                                                                      7.8 reversionary
 Retail                Retail Centre                                                             12,813               9.0 NIY             2.1
 Office                Mixed use city centre investment                                          48,634               10.0 NIY            4.0
 Office                Mixed use media led asset                                                 51,435               10.3 NIY            6.5
 Retail                Prime Retail Investment                                                   26,850               7.0 NIY             6.9
 Retail                Prominent Roadside Retail Park                                            44,466               7.5 NIY             7.8
 Office                Multi Let office building                                                 52,237               8.2 NIY             8.4
 Office                Out of town offices                                                       55,803               10.3 NIY            8.4
 Retail                Retail Park Investment                                                    99,849               8.0 NIY             12.0
 Leisure               Modern leisure investment                                                 72,275               10.2 NIY            12.6
 Leisure               Landmark city centre leisure investment                                   235,288              10.0 NIY            15.7
 Retail                Single let Prime city centre retail unit on main pedestrianised shopping  4,422                7.2 NIY             2.6
                       street
                                                                                                                      Total               177.3

 

Debt Lending Pipeline

TOCFM provide the current investment strategy under the Existing Investment
Objective and Investment Policy, having arranged lending of almost £90m since
inception of the Company. This successful strategy will be expanded upon
following a successful fundraise.

Residential Property Pipeline

Individual residential opportunities are not included in the Pipeline as there
are multiple residential properties in the market at all times and sales are
concluded within shorter timeframes meaning that many of the opportunities
available currently are unlikely to remain available for a prolonged period
after Initial Admission. The Company believes, as advised by Homes or Houses'
that it is expected that the typical purchase price per unit (inclusive of
transaction costs) will be c.£91,500 for private residential properties and
c.£84,000 for supported housing properties.

Completion by the Company in any of its Pipeline opportunities is subject,
among other things, to the Investment Adviser completing satisfactory due
diligence and documentation and the Company having sufficient cash resources
available. Any such investments will also be subject to agreement having been
reached between the Company, the Investment Adviser and the relevant
counterparty as to the terms of such investment.

There can be no assurance that any of these Pipeline opportunities will be
completed or will be purchased or funded by the Company. The Company will, in
any event, continue to evaluate other potential acquisitions in accordance
with the Proposed Investment Objective and Investment Policy, should it be
approved by Shareholders.

Amendments to management arrangements

In connection with the Proposed Investment Objective and Investment Policy,
the Initial Issue and the Share Issuance Programme, the Company has amended
its arrangements with Tier One Capital Limited, its investment adviser, and
has entered a new Asset Management Agreement with Tier One Capital FM Limited.

The Investment Adviser Agreement

The Company and the Investment Adviser entered into the Investment Adviser
Agreement on 10 November 2021, under which the Company has appointed the
Investment Adviser to act as the Company's investment adviser to provide
certain portfolio management and other services in respect of the Company as
its delegate.

Under the existing Investment Adviser Agreement, the Investment Adviser is
entitled to receive from the Company an investment adviser fee which is
calculated and paid quarterly in arrears at an annual rate of 0.25 per cent.
per annum of the prevailing Net Asset Value, if Net Asset Value is less than
£100 million and 0.5 per cent. per annum of the prevailing Net Asset Value
where Net Asset Value is in excess of £100 million. The Investment Adviser is
also entitled to a flat fee of £10,000 plus VAT per annum for providing
certain additional services. The Company is also responsible for any costs and
out-of-pocked expenses reasonably and properly incurred by the Investment
Adviser, as well as all governmental or similar fees, charges, taxes, duties
and imposts whatsoever levied on or in respect of the Company or its business.

On 23 October 2023, the Company, the Investment Adviser and Tier One Capital
FM Limited ("TOCFM") entered into a supplemental agreement to the Investment
Adviser Agreement (the "Supplemental Advisory Agreement"), pursuant to which
certain non-regulated investment advisory services were transferred by the
Investment Adviser to TOCFM.

On 16 January 2026, the Company and the Investment Adviser entered into the
Amended and Restated Investment Adviser Agreement, with the Investment
Adviser's appointment under the Amended and Restated Investment Adviser
Agreement being conditional upon Shareholders approving (i) the Investment
Policy Resolution (the "Condition"). Subject to satisfaction of the Condition:

(a)        the Investment Adviser will be granted a new two year term
as investment adviser to the Company and thereafter subject to termination on
not less than 12 months' written notice by any party (notice not to be served
before the expiry of such new two year term);

(b)        the annual fee payable by the Company to the Investment
Adviser will change, such that the Investment Adviser will be entitled to an
amount equal to 0.35 per cent. per annum of Net Asset Value; and

(c)        the Investment Adviser shall become entitled to a payment
equal to one per cent. of the Company's Net Asset Value minus any fees payable
to the Investment Adviser pursuant to its notice period on or prior to any
person or group of persons acting in concert acquiring control of the Company
(save where such control is acquired by (i) the Investment Adviser or its
affiliates (including members of the Investment Adviser's group), (ii) any
entity providing asset management services to the Company or its affiliates,
or (iii) any person or entity acting in concert (as defined in the Takeover
Code) with any of the entities listed in (i) or (ii)). The NAV used for the
calculation shall be the prevailing NAV at the time of completion of such
disposal.

The Investment Adviser shall also be entitled to grant consent to any Asset
Manager for any general expenditure up to £10,000 in relation to any
potential investment.

The fees receivable by the Investment Adviser, any member of the Investment
Adviser's group, Tier One Capital Financial Services Limited ("TOCFS") and any
member of TOCFS' group (including TOCFM) under the Investment Adviser
Agreement, the Investment Adviser Commission Agreement and the TOCFM Asset
Management Agreement (including, for the avoidance of doubt, fees receivable
from a borrower, guarantor and/or obligor (or anything analogous to) limited
only to arrangement fees, extension fees and/or interest payable) are capped,
on a rolling twelve month basis, at an aggregate amount equal to 4.99 per
cent. of NAV per annum assessed at the time of each payment and any fees
payable under the Investment Adviser Agreement shall, at the discretion of the
Company, be reduced and/or rebated to reflect that capped amount (the "Fee
Cap"). The Company shall consult with the Investment Adviser in good faith and
will take reasonable account of its views with respect to any reductions or
rebates.

The previous fee arrangement whereby the Investment Adviser shall be entitled
to 0.5 per cent. per annum of the prevailing Net Asset Value where Net Asset
Value is in excess of £100 million will no longer be part of the agreement,
however the entitlement to a flat fee of £10,000 plus VAT per annum for
providing certain additional services will be retained.

Investment Adviser Commission Agreement

On 16 January 2026, the Company and the Investment Adviser entered into the
Investment Adviser Commission Agreement, pursuant to which the Investment
Adviser will receive commission for arranging investments in the Company by
potential investors in connection with a fundraise conducted by the Company.
The commission payable by the Company to the Investment Adviser is, subject to
the Fee Cap, 2.0 per cent. of the total sum of each investment in the Company
by an investor that has been arranged by the Investment Adviser. The
Investment Adviser shall also be entitled to receive a commission payment
equal to 0.25 per cent. of the total funds raised pursuant to a fundraise
undertaken by the Company.

For a period of 24 months following the termination of the Investment Adviser
Commission Agreement, the Company shall pay the Investment Adviser a fee of
2.25 per cent. of the amount raised by the Company from investors whose
previous investments in the Company had been arranged by the Investment
Adviser.

Payments receivable by the Investment Adviser under the Investment Adviser
Commission Agreement are subject to the cap of 4.99 per cent. of NAV per annum
on a rolling twelve month basis, as set out above in the description of the
Investment Adviser Agreement.

The TOCFM Asset Management Agreement

The Company, the Investment Adviser and TOCFM entered into the TOCFM Asset
Management Agreement on 16 January 2026, pursuant to which TOCFM has been
appointed to act as an asset manager in respect of the real estate lending
limb of the Proposed Investment Objective and Investment Policy and to provide
day-to-day asset management services to the Company's real estate lending
assets (subject to Shareholder approval of the Proposed Investment Objective
and Investment Policy) and to provide a number of portfolio services,
including the identification of potential investment opportunities that fall
within the Proposed Investment Objective and Investment Policy.

TOCFM are obliged to grant the Company the first opportunity to purchase,
lease or otherwise deal in any opportunities that are made available to it in
North Yorkshire, County Durham, Northumberland, Tyne and Wear, Cumbria and
Scotland.

TOCFM's appointment pursuant to the TOCFM Asset Management Agreement is
conditional upon (i) the Company raising £10 million pursuant to the Initial
Issue and the Share Issuance Programme and (ii) the Company's Net Asset Value
reaching £30 million.

Under the TOCFM Asset Management Agreement, TOCFM shall be paid:

(a)        where the Company's Net Asset Value is less than £90
million, no fee shall be payable; or

(b)        where the Company's Net Asset Value is in excess of
£90,000,000, a fee equal to one-third of 1.4 per cent. per annum of the
Company's Net Asset Value.

Where the Company's NAV exceeds £100 million, an annual review of the fees
will be undertaken and, if applicable, a reallocation applied. The fees
described above are subject to the Fee Cap.

TOCFM shall not be prohibited from receiving any fees payable by a borrower or
potential borrower or third party in respect of any loan entered into before
the date of the TOCFM Asset Management Agreement or a future potential loan.

TOCFM borrower fees

TOCFM currently receives, in connection with existing loans in the portfolio,
fees paid by borrowers:

(a)        a margin of up to 20 per cent. of interest paid by borrowers
in connection with TOCFM acting as facility agent;

(b)        100 per cent. of any arrangement fee;

(c)        a fee between 0 and 1 per cent. of the loan balance in
connection with any loan extensions;

(d)        a fee to cover legal expenses and administrative work
carried out by TOCFM in connection with a loan.

For future loans, TOCFM will be entitled to receive from each borrower:

(a)        where NAV is less than £90 million, a margin of up to 20
per cent. of interest paid by the borrower in connection with TOCFM acting as
facility agent;

(b)        where NAV is less than or equal to £30 million, TOCFM shall
be entitled to retain all arrangement fees and shall be responsible for the
payment of any broker or introducer fee (if any);

(c)        where NAV exceeds £30 million:

i.        where the arrangement fee is 2.5 per cent. of the new loan,
an arrangement fee equal to 0.75 per cent. of the new loan shall be payable to
the Company; and

ii.       where the arrangement fee is more or less than 2.5 per cent.
of the new loan, such arrangement fee as is agreed between the Company and
TOCFM provided that any such fee shall, so far as practicable, be on no
materially worse commercial terms for the Company;

(d)        a fee between 0 and 1 per cent. of the loan balance in
connection with any loan extensions;

(e)        a fee to cover legal expenses and administrative work
carried out by TOCFM in connection with a loan.

Each of the above fees due to TOCFM is paid (and is expected to be paid) to
TOCFM directly by the relevant borrower. The fees described above are subject
to the Fee Cap. The Investment Adviser previously received these fees in
connection with historic loans, prior to TOCFM being the party that acted as
facility agent and security trustee of new loans from 2023 (under the
Supplemental Advisory Agreement).

Prospective borrowers also pay (and are expected to pay in the future) a
non-refundable £10,000 application fee. If the relevant deal proceeds to
completion, such application fee is deducted from the arrangement fee.

Fees payable to TOCFM under an arrangement where the Company co-invests with
another party will be agreed on a case-by-case basis. In any event, TOCFM
shall not be entitled to be paid a fee under the TOCFM Asset Management
Agreement and separately under a co-investment.

The fees receivable by TOCFM, the Investment Adviser, any member of the
Investment Adviser's group, TOCFS and any member of TOCFS' group (including
TOCFM) under the TOCFM Asset Management Agreement (including, for the
avoidance of doubt, fees receivable from a borrower, guarantor and/or obligor
(or anything analogous to) limited only to arrangement fees, extension fees
and/or interest payable), the Investment Adviser Agreement and the Investment
Adviser Commission Agreement are capped, on a rolling twelve month basis, at
an aggregate amount equal to 4.99 per cent. of NAV per annum assessed at the
time of each payment and any fees payable under the TOCFM Asset Management
Agreement shall, at the discretion of the Company, be reduced and/or rebated
to reflect that capped amount.. The Company shall consult with TOCFM in good
faith and will take reasonable account of its views with respect to any
reductions or rebates.

Related party transaction

The Investment Adviser and TOCFM are related parties of the Company and the
entry into the agreements and arrangements referred to above constitute
relevant related party transactions falling within UKLR 8.2.1R as modified by
UKLR 11.5.4R.

The Independent Directors, having been so advised by Cavendish Capital Markets
Limited, consider that the related party transactions are fair and reasonable
as far as Shareholders are concerned.  In providing advice to the Independent
Directors, Cavendish Capital Markets Limited has taken into account the
Independent Directors' commercial assessment of the related party
transactions.

Appointment of Broadoak Asset Management Ltd and Homes or Houses Limited

The Company has appointed Broadoak and Homes or Houses as asset managers in
respect of commercial real estate and residential real estate investments
respectively, conditional upon (i) the Company raising £10 million pursuant
to the Initial Issue and the Share Issuance Programme and (ii) the Company's
Net Asset Value reaching £30 million.

Broadoak Asset Management Ltd

·    Broadoak will act as asset manager in respect of the Company's
commercial property portfolio pursuant to the Proposed Investment Objective
and Investment Policy;

·    The Broadoak team, consisting of 5 individuals, has more than 120
years' of combined professional experience with some of the largest
organisations, including Tritax, Cerberus and Equiom;

·    The team has worked on a range of projects, including the Newcastle
Helix Partnership (between Newcastle City Council, Newcastle University and
Legal and General Capital (pension fund)), Quorum Business Park, Siglion and
Newcastle United Football Club; and

·    Over the last 20 years the Broadoak team has helped (i) manage more
than £700m of commercial property assets; (ii) developed more than 1 million
square feet of commercial property space; and (iii) leased in excess of 2
million square feet of commercial property space.

Homes or Houses Limited

•           The Homes or Houses team will act as asset manager of
the Company's residential property portfolio pursuant to the Proposed
Investment Objective and Investment Policy;

•           The Homes or Houses asset management team offers more
than 90 years' of residential experience. With broad experience in of
residential asset management from portfolio building through both the private
and supported sectors, Homes or Houses has established relationships with
national and global portfolio holders, as well as auction, open market agents,
developers and private landlords throughout the North East;

•           Homes or Houses has arranged for the acquisition of
more than £55 million of residential properties on behalf of its clients and
manages apartments, houses and small residential apartment blocks as power of
attorney for all its clients;

•           Homes or Houses is one of the first in the lease model
to support providers and fully private tenants. Homes or Houses has developed
working relationships with both the Durham and Gateshead local authorities;

•           Homes or Houses has supported a range of charitable
housing groups, including Changing Lives, Moving Up, Moving On and DASH.

Further information on Broadoak and Homes or Houses is set out in paragraph 3
of Part 5 of the Registration Document.

Capitalised terms used but not defined in this announcement shall have the
same meaning given to them as in the Prospectus, unless the context determines
otherwise.

Expected timetable

 Event
 Posting of the Circular document and the notice of General Meeting              16 January 2026
 Prospectus published and Initial Issue opens                                    16 January 2026
 Latest time and date for receipt of proxy votes or transmission of CREST Proxy  12 noon on 16 February 2026
 Instructions for the General Meeting
 Record date for entitlement to vote at the General Meeting                      6.00 p.m. on 16 February 2026
 Latest time and date for receipt of bids for the Retail Offer on BookBuild      1.00 p.m. on 30 March 2026
 Latest time and date for receipt of completed Application Forms and payment in  1.00 p.m. on 30 March 2026
 full under the Initial Offer for Subscription
 General Meeting                                                                 12 noon on 18 February 2026
 Announcement of the results of the General Meeting through a RIS                18 February 2026
 Results of the Initial Issue announced                                          31 March 2026
 Initial Admission of and commencement of dealings in the Ordinary Shares        8.00 a.m. on 2 April 2026
 issues pursuant to the Initial Issue
 Ordinary Shares credited to CREST accounts in respect of the Initial Issue      8.00 a.m. on 2 April 2026
 (where applicable)
 Share certificates despatched in respect of the Initial Issue (where            week commencing 13 April 2026 or as soon as possible thereafter
 applicable)*
 *Underlying applicants who apply for Ordinary Shares pursuant to the Retail
 Offer will not receive share certificates.

 The dates and times specified are subject to change subject to agreement
 between the Company, the Investment Adviser and Cavendish. All references to
 times in this document are to London time unless otherwise stated. Any changes
 to the expected timetable will be notified by the Company via a Regulatory
 Information Service

 Subsequent Issues under the Share Issuance Programme
 Share Issuance Programme opens                                                  16 January 2026
 Publication of Share Issuance Programme Price or the methodology for            on, or as soon as practicable following, the announcement of each Subsequent
 determining the Share Issuance Programme Price in respect of each Subsequent    Issue pursuant to the Share Issuance Programme
 Issue
 Latest time and date for receipt of competed Application Forms under each       1.00 p.m. on the third Business Day before the closing of the relevant
 Subsequent Issue undertaken by way of a Subsequent Offer for Subscription and   Subsequent Issue
 payment in full under the Subsequent Offer for Subscription and settlement of
 the relevant CREST instructions (as appropriate)
 Admission and crediting of CREST stock accounts in respect of each Subsequent   as soon as practicable following the allotment of each Subsequent Issue
 Issue                                                                           pursuant to the Share Issuance Programme
 Share certificates despatched in respect of Shares issued pursuant to the       as soon as practicable following the allotment of Shares pursuant to the Share
 Share Issuance Programme (where applicable)*                                    Issuance Programme
 Share Issuance Programme closes and last date for Shares to be admitted         15 January 2027
 pursuant to the Share Issuance Programme
 *Underlying applicants who apply for Shares pursuant to any Subsequent Retail
 Offer will not receive share certificates.

 The dates and times specified are subject to change subject to agreement
 between the Company, the Investment Adviser and Cavendish. All references to
 times in this document are to London time unless otherwise stated. Any changes
 to the expected timetable will be notified by the Company via the Regulatory
 Information Service.

 

Availability of the Prospectus and Circular

The prospectus and circular are available for download at
https://developnorth.co.uk/downloads-and-documents/
(https://developnorth.co.uk/downloads-and-documents/) and have been submitted
to the National Storage Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Enquiries:

 Develop North PLC                                                           +44 (0) 191 222 0099
 Ian McElroy

 Tier One Capital Limited (Investment Adviser)                               +44 (0) 191 222 0099
 Brendan O'Grady
 Cavendish Capital Markets Limited (Financial Adviser and Corporate Broker)  +44 (0) 207 220 0500
 Robert Peel

Andrew Worne

Oscar Valeur-Adu
 Alma Strategic Communications (Financial Communications Adviser)            +44 (0) 203 405 0211
 Andrew Jaques

Josh Royston

Joe Pederzolli

Louisa El-Ahwal

 

Notes to Editors:

Develop North PLC's investment objective is to provide shareholders with a
consistent and stable income and the potential for an attractive total return
over the medium to long term, through a diversified portfolio of investments
predominantly in the North East of England.

The Company has the financial strength, credibility and professionalism
expected of a business listed on the London Stock Exchange, while also
offering the flexibility, creativity and common sense of an approachable,
local business.

Since the Company's IPO in 2017, it has invested almost £90 million of
capital into the North of England and Scotland and has helped support an
estimate 12,000 jobs with a gross development value of more than £280
million.

Disclaimer

This announcement is an advertisement and does not constitute a prospectus and
investors must subscribe for or purchase any shares referred to in this
announcement only on the basis of information contained in the Prospectus
published by the Company and not in reliance on this announcement. Copies of
the Prospectus and the Circular may, subject to certain access restrictions,
be obtained from the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's
website, https://www.developnorth.co.uk. Neither the content of the Company's
website, nor the content on any website accessible from hyperlinks on its
website for any other website, is incorporated into, or forms part of, this
announcement nor should any such content be relied upon in reaching a decision
as to whether or not to acquire, continue to hold, or dispose of, securities
in the Company. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase investments of any
description or a recommendation regarding the issue or the provision of
investment advice by any party. No information set out in this announcement is
intended to form the basis of any contract of sale, investment decision or any
decision to purchase shares in the Company. Approval of the Prospectus by the
FCA should not be understood as an endorsement of the securities that are the
subject of the Prospectus. Potential investors are recommended to read the
Prospectus before making an investment decision in order to fully understand
the potential risks and rewards associated with a decision to invest in the
Company's securities.

This is a financial promotion and is not intended to be investment advice. The
contents of this announcement, which has been prepared by and is the sole
responsibility of the Company has been approved by Cavendish Capital Markets
Limited, which is authorised and regulated by the FCA, solely for the purposes
of section 21(2)(b) of the Financial Services and Markets Act 2000 (as
amended).

The Shares have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United States
and the Shares may not be offered or sold in the United States or to, or for
the account or benefit of, U.S. Persons (as defined in Regulation S under the
U.S. Securities Act ("Regulation S")) absent registration or an exemption from
registration under the U.S. Securities Act. Moreover, the Shares have not
been, nor will they be, registered under the applicable securities laws of
Australia, Canada, the Republic of South Africa, Japan or any member state of
the EEA. Further, the Company is not, and will not be, registered under the US
Investment Company Act of 1940, as amended. The Shares of the Company will be
offered and sold outside of the United States to non-U.S. Persons in reliance
on the exemption from the registration requirements of the U.S. Securities Act
provided by Regulation S. Subject to certain exceptions, the Shares may not be
offered or sold in the United States, Australia, Canada, the Republic of South
Africa, Japan or any member state of the EEA, where the Shares are lawfully
marketed) or to, or for the account or benefit of, any national, resident or
citizen of, the United States, Australia, Canada, the Republic of South
Africa, Japan or any member state of the EEA. The Initial Issue, the Share
Issuance Programme and the distribution of this announcement, in certain
jurisdictions may be restricted by law and accordingly persons into whose
possession this announcement is received are required to inform themselves
about and to observe such restrictions.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Cavendish Capital Markets Limited, is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and for no-one else
and will not regard any other person (whether or not a recipient of this
announcement, the Circular or the Prospectus) as its client in relation to the
Initial Issue, the Share Issuance Programme and the other arrangements
referred to in the Prospectus or the Circular and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Initial Issue, the
Share Issuance Programme, any Admission, the contents of the Prospectus or the
Circular, or any transaction or arrangement referred to in this announcement,
the Prospectus or the Circular.

The value of Shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements.  When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

This announcement contains forward looking statements, including, without
limitation, statements including the words "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or, in each
case, their negative or other variations or comparable terminology. Such
forward looking statements involve unknown risks, uncertainties and other
factors which may cause the actual results, financial condition, performance
or achievements of the Company, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company, Tier One Capital Limited, and Cavendish Capital Markets Limited
expressly disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual results or any
change in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by FSMA, the Prospectus
Regulation Rules, UK MAR or other applicable laws, regulations or rules.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Cavendish Capital Markets Limited
or any of its affiliates, accepts any responsibility or liability whatsoever
for, or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Each of Cavendish Capital Markest Limited and its affiliates,
accordingly disclaim all and any liability whether arising in tort, contract
or otherwise which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection therewith.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained
within PROD 3 of the

FCA's Product Intervention and Product Governance Sourcebook (the "Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in COBS 3.5
and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii)
eligible for distribution through all distribution channels as are permitted
by the Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Shares may decline and investors could lose all or part of
their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the 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 the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Initial Issue or any Subsequent Issue or the Share Issuance Programme.
Furthermore, it is noted that, notwithstanding the Target Market Assessment
and Cavendish will only procure investors (pursuant to Future Placings) who
meet the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of the FCA's
Conduct of Business Sourcebook; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Shares and determining appropriate distribution
channels.

 

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