REG - Develop North PLC - Retail Offer

Develop NorthAnnouncement

16/01/2026 11:15

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RNS Number : 2626P  Develop North PLC  16 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN, ANY EEA STATE OR ANY OTHER JURISDICTION WHERE, TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE CONTENT 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 FINANCIAL CONDUCT AUTHORITY,
SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMENDED).

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

Retail Offer

The Board of Develop North PLC (the "Company") is pleased to announce details
of a retail offer via BookBuild (the "Retail Offer") of new ordinary shares
("Ordinary Shares") of 1 penny  each in the capital of the Company (the
"Retail Offer Shares") at an issue price of GBX 81.6 pence per New Ordinary
Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting an offer for
subscription ("Offer for Subscription") of new ordinary shares (the "Offer for
Subscription Shares" and together with the Retail Offer Shares, the "New
Ordinary Shares") at the Issue Price (the "Offer for Subscription" together
with the Retail Offer, the "Initial Issue"). Thereafter, the Board intends to
implement a share issuance programme to raise additional capital for further
investment in accordance with the Company's Proposed Investment Objective and
Investment Policy as announced earlier today. For the avoidance of doubt, the
Retail Offer is not part of the Offer for Subscription.

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 Retail Offer is conditional on the New Ordinary Shares to be issued
pursuant to the Retail Offer being listed on the Official List of the
Financial Conduct Authority and admitted to trading on the London Stock
Exchange's Main Market of listed securities ("Admission"). Admission of the
New Ordinary Shares pursuant to the Retail Offer is expected to take place on
02/04/2026.

The net proceeds from the Initial Issue are expected to be used to invest in
assets which will enable the Company to grow its portfolio pursuant to the
Company's Proposed Investment Objective and Investment Policy, subject to
Shareholder approval, thereby adding further diversification to its assets.

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 in relation to the Retail Offer

 Retail Offer opens                                           16/01/2026
 Latest time and date for commitments under the Retail Offer  30/03/2026, 13:00
 Results of the Retail Offer announced                        31/03/2026, 07:00
 Admission and dealings in New Ordinary Shares issued         02/04/2026, 08:00

pursuant to the Retail Offer commence

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                         DVNO
 ISIN for the Ordinary Shares   GB00BD0ND667
 SEDOL for the Ordinary Shares  BD0ND66

Retail Offer

 The Company believes it is appropriate to provide existing retail
Shareholders and new retail Shareholders resident in the United Kingdom with
the opportunity to participate in the Retail Offer.

The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:

https://www.bookbuild.live/deals/61JLP7/authorised-intermediaries
(https://www.bookbuild.live/deals/61JLP7/authorised-intermediaries)

Cavendish Capital Markets Limited will be acting as retail offer coordinator
in relation to this Retail Offer (the "Retail Offer Coordinator").

Retail investors can contact their broker or wealth manager ("Intermediary")
to participate in the Retail Offer. In order to participate in the Retail
Offer, each intermediary must be on-boarded onto the BookBuild platform and
agree to the final terms and the retail offer terms and conditions, which
regulate, inter alia, the conduct of the Retail Offer on market standard terms
and provide for the payment of commission to any intermediary that elects to
receive a commission and/or fee (to the extent permitted by the FCA Handbook
Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom on
16/01/2026. The Retail Offer is expected to close at 13:00pm on 30/03/2026.
Investors should note that financial intermediaries may have earlier closing
times. The Retail Offer may close early if it is oversubscribed.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the Retail
Coordinator or BookBuild at email: support@bookbuild.live.

To be eligible to participate in the Retail Offer, applicants must be a
customer of one of the participating Intermediaries listed in the Prospectus
or on the above website (as applicable), resident in the United Kingdom and
aged 18 years or over.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an Intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom.

Investors' commitments will be made solely on the basis of the information
contained in this announcement, the Prospectus published by the Company today
and information that has been published by or on behalf of the Company prior
to the date of this announcement by notification to a Regulatory Information
Service in accordance with the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation
No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the
European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of 1,000 Ordinary Shares per investor under
the terms of the Retail Offer which is open to investors in the United Kingdom
subscribing via the Intermediaries which will be listed, subject to certain
access restrictions, on the following website:
https://www.bookbuild.live/deals/61JLP7/authorised-intermediaries
(https://www.bookbuild.live/deals/61JLP7/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial Intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

Key Investment Risks

The Retail Offer may involve a significant degree of risk including loss of
capital, rarity of dividends, lack of liquidity and potential for dilution and
should only be done as part of a diversified portfolio. The value of an
investment and the income from it could go down as well as up. The return of
your investment is not guaranteed and you may get back less than you
originally invested. Past performance is not an indicator of future
performance. Suffering a loss on your investment is always a possibility.
Capital is at risk.

The potential gains and losses that may arise from your investments will
depend on your appetite for risk and how you manage your approach to risk.
Investing all your money into one type of investment can be a high risk
strategy and concentrate risks to which you and that type of investment may be
exposed. A managed approach to risk may be to diversify your investments you
make across different companies' securities and different asset classes.

Investors should also refer to the Prospectus published today by the Company
for details of further risks related to an investment in the Ordinary Shares

For further information, please contact:

 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

For further information, please contact: support@bookbuild.live

Further information on the Company can be found on its website at:
www.developnorth.co.uk

The Company's LEI is 213800EXPWANYN3NEV68.

This announcement should be read in its entirety. In particular, the
information in the "Key Investment Risks" and "Important Notices" sections of
the announcement should be read and understood.

Important Notices

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 Financial Conduct Authority,
solely for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended).

This announcement and the information contained herein is not for release,
distribution or publication, directly or indirectly, in whole 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 do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US 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 Retail Offer 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 Retail Offer 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 Retail Offer 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 Retail Offer
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 Retail
Offer 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 Financial Conduct Authority, 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 or 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 the Cavendish Capital Markets Limited and its affiliates,
accordingly disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

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 Retail Offer 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 Retail Offer Shares may decline and; investors could lose all
or part of their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection and an investment in the Retail Offer 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 Retail Offer Shares.

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

 

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