REG - Dewhurst Group PLC - Proposed Tender Offer, Delisting & Notice of GM

DewhurstAnnouncement

05/08/2025 07:02

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RNS Number : 9321T  Dewhurst Group PLC  05 August 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES
OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR
DISTRIBUTION IS OR MAY BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM
ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR
OTHERWISE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE RETAINED
UK VERSION OF THE EU MARKET ABUSE REGULATION (EU) 596/2014 ("UK MAR").

5 August 2025

Dewhurst Group plc

("Dewhurst", the "Group" or "the Company")

 

Proposed return of up to £25.0 million to Qualifying Shareholders by way of a
Tender Offer

Cancellation of admission of Ordinary Shares and 'A' Shares to trading on AIM

Re-registration as a private limited company

Adoption of new articles of association

and

Notice of General Meeting

 

Dewhurst Group plc, the global manufacturer and supplier of quality components
to the lift, transport and keypad industries, announces that it will shortly
be posting a Circular setting out the details of a proposed return of capital
to Shareholders of up to £25.0 million of cash to Qualifying Shareholders by
way of a Tender Offer (the "Tender Offer"), the proposed cancellation of the
admission of the Ordinary Shares and the 'A' Shares to trading on AIM (the
"De-Listing"), the Company's re-registration as a private limited company (the
"Re-registration") and the adoption of new articles of association of the
Company (the "New Articles" and, all together, the "Proposals").

The Tender Offer will be conducted at the following fixed prices:

·     £6.65 per 'A' Share (the "'A' Share Tender Price"), being a
premium of 23 per cent. to the closing mid-market price of Ordinary Shares on
the Latest Practicable Date; and

 

·     £9.00 per Ordinary Share (the "Ordinary Share Tender Price"),
being a premium of 14 per cent. to the closing mid-market price of Ordinary
Shares on the Latest Practicable Date.

If the maximum number of Shares under the Tender Offer are bought back by the
Company and cancelled in line with Shareholders' Basic Entitlements, this
would result in the Company's issued share capital being reduced by 3,007,518
'A' Shares and 555,555 Ordinary Shares to 1,418,000 'A' Shares and 2,753,645
Ordinary Shares.

The Proposals are inter-conditional and subject to the passing of all the
Resolutions at the General Meeting, to be held at Company's registered office,
Unit 9 Hampton Business Park, Hampton Road West, Feltham, TW13 6DB at 11.00
a.m. on 21 August 2025.  The Circular contains the notice convening the
General Meeting and instructions to Ordinary Shareholders on how to vote at
the General Meeting. Proxy votes must be received no later than 11.00 a.m. on
19 August 2025.

The Circular sets out the background to and reasons for the Proposals,
explains the consequences of the Tender Offer, the De-listing and the
Re-registration and why the Directors consider the Proposals to be in the best
interests of the Company and its Shareholders as a whole. The Circular also
contains the terms and conditions of the Tender Offer and explains how
Qualifying Shareholders may tender Shares, should they wish to do so. The
Circular will shortly be published on the Company's website at
https://dewhurst-group.com/ (https://dewhurst-group.com/) .

Appendix I of this announcement contains the expected timetable for principal
events of the Proposals and Appendix II contains an extract of the letter from
the Chair included in the Circular. Unless otherwise defined, capitalised
terms in this announcement shall have the meaning set out in the in the
Circular.

Contacts for further enquiries:

 Dewhurst Group Plc                                          Tel: +44 (0)208 744 8200
 Richard Dewhurst, Chairman                                  www.dewhurst-group.com
 Jeremy Dewhurst, Chief Financial Officer

 Cavendish Capital Markets Limited (Financial Adviser)       Tel: +44 (0)207 220 0500
 Adrian Hadden
 Henrik Persson
 Hamish Waller
 Trisyia Jamaludin

 Singer Capital Markets (Nominated Adviser and Sole Broker)  Tel: +44 (0)207 496 3000
 Rick Thompson
 Alex Bond

 

 

APPENDIX I - EXPECTED TIMETABLE FOR PRINCIPAL EVENTS(1, 2)

                                                                                  2025
 Announcement of Tender Offer, De-listing and Re-registration                    5 August
 Publication and posting of the Circular, Forms of Proxy and Tender Forms to     5 August
 Shareholders
 Tender Offer opens                                                              5 August
 Latest time and date for receipt of online proxy votes or completed Forms of    11.00 a.m. on 19 August
 Proxy for the General Meeting
 General Meeting                                                                 11.00 a.m. on 21 August
 Result of the General Meeting announced                                         21 August
 Latest time and date for receipt of Tender Forms and settlement of TTE          1.00 p.m. on 28 August
 Instructions (i.e. Closing Date of the Tender Offer)
 Record Date for the Tender Offer                                                 6.00 p.m. on 28 August
 Result of the Tender Offer announced                                            29 August
 CREST accounts settled in respect of unsold tendered Shares held in             2 September
 uncertificated form
 Payments through CREST made in respect of Shares held in uncertificated form    by 10 September
 successfully tendered
 Cheques despatched in respect of Shares held in certificated form successfully  by 10 September
 tendered
 Balancing certificates despatched in respect of unsold tendered                 by 10 September
 Last day of dealings in the Ordinary Shares and 'A' Shares on AIM               10 September
 Cancellation of admission of the Ordinary Shares and 'A' Shares to trading on    11 September
 AIM
 Re-registration as a private company                                            Expected by 26 September

Notes

1.     All references to times throughout this announcement and the
Circular are to London time.

2.   If any of the above times and/or dates change, the revised times and/or
dates will be notified by the Company by an announcement through a Regulatory
Information Service.

 

 

 

APPENDIX II - LETTER FROM THE CHAIR (EXTRACT FROM THE CIRCULAR)

5 August 2025

Proposed return of up to £25.0 million to Shareholders by way of a Tender
Offer

Cancellation of admission of Ordinary Shares and 'A' Shares to trading on AIM

Re-registration as a private limited company

Adoption of new Articles of Association

and

Notice of General Meeting

Dear Shareholder,

1.         Introduction

1.1       Following an ongoing and in-depth evaluation, the Board has
concluded that, for the reasons set out in this letter, it is in the best
interests of the Company and its Shareholders to seek the approval of Ordinary
Shareholders at the General Meeting for the voluntary cancellation of the
admission of both the Ordinary Shares and the 'A' Shares to trading on AIM and
for the Company to be re-registered as a private limited company. In parallel,
it is proposed that Shareholders will be offered the opportunity to sell some
or all of their Shares pursuant to a Tender Offer prior to the De-listing
becoming effective.

1.2       The Board is confident as to the Company's prospects in the
future. The Company has long delivered consistent growth and meaningful
returns for all stakeholders through driving operational efficiency and the
astute deployment of operating cash flows. This has been most recently
evidenced by the £7.0 million purchase of the site occupied by the Group's
subsidiary, A&A Electrical Distributors Ltd, in South Woodford, London and
the Group's acquisition of P&R Liftcars Pty Ltd. Indeed, the Board
anticipates that for the Company to continue to deliver for stakeholders in
the long-term, operating outside a publicly quoted environment will improve
its ability to remain competitive in its key markets.

1.3       At the same time, the Board is conscious that not all
Shareholders can or might choose to remain invested in the Company in the
absence of a listing. Accordingly, the Board has decided to launch a Tender
Offer for the Ordinary Shares and 'A' Shares, which will allow Qualifying
Shareholders to realise a part, or potentially all, of their shareholdings
should they wish to do so. For the avoidance of doubt, Qualifying Shareholders
will have the right to tender all of their Ordinary Shares and 'A' Shares
pursuant to the Tender Offer (by submitting an Excess Application), although
there is no guarantee that the Shares tendered in excess of their Basic
Entitlement will be satisfied (being, 0.467559782 Ordinary Shares for every 1
Ordinary Shares held by the Qualifying Ordinary Shareholder on the Record Date
and 0.816215216 'A' Shares for every 1 'A' Shares held by the Qualifying 'A'
Shareholder on the Record Date).

1.4       The Company intends to return up to approximately £25.0
million of cash to Qualifying Shareholders pursuant to the Tender Offer, which
will be made on behalf of the Company by its financial adviser, Cavendish. The
Tender Offer will be conducted at the following fixed prices:

(a)        £6.65 per 'A' Share (the 'A' Share Tender Price); and

(b)        £9.00 per Ordinary Share (the Ordinary Share Tender Price).

1.5       The Tender Offer is being made available to all Shareholders
who are on the Register at 6.00 p.m. on 28 August 2025, with the exception of
holders in certain overseas jurisdictions and those who have given Irrevocable
Undertakings not to participate in the Tender Offer (please see paragraph 10
below for further information relating to such Irrevocable Undertakings).
Qualifying Shareholders can decide whether they want to tender all or some of
their Basic Entitlement or (subject to scale back) all of their Shares at the
prices stated above.

1.6       All Shares validly tendered by any Qualifying Shareholder up
to their Basic Entitlements will be purchased in full at the applicable Tender
Price.  If Qualifying Shareholders have tendered additional Shares beyond
their Basic Entitlements, these may be purchased to the extent that other
Qualifying Shareholders tender less than their Basic Entitlement, or do not
tender any Shares. Please refer to paragraph 3 below for further information
on the allocation process.

1.7       The Tender Offer will be funded through the Company's existing
cash resources and the Debt Facility, as further described in paragraphs 7 and
8 below. The Company has obtained the Debt Facility to ensure that the Company
has the financial flexibility to implement the Tender Offer in a timely
manner, while preserving sufficient working capital to meet the ongoing
operational and strategic needs of the business.

1.8       The Tender Offer is being made by Cavendish as principal on
the basis that all Shares that it buys under the Tender Offer will be
purchased from it by the Company. The Company requires the authority of
Ordinary Shareholders to purchase its own shares and this is being sought at
the General Meeting to be held at the Company's registered office at 11.00
a.m. on 21 August 2025. The General Meeting will also seek approval of
Ordinary Shareholders for the De-listing, the Re-registration of the Company
as a private company and the adoption of the New Articles.

1.9       The Tender Offer, the De-listing, the Re-registration and the
adoption of the New Articles are inter-conditional and subject to the passing
of all of the Resolutions at the General Meeting, notice of which is set out
in Part XI of the Circular.

1.10     The purpose of the Circular is to provide you with information on
the background to and reasons for the Proposals, explain the consequences of
the Tender Offer, the De-listing and the Re-registration and why the Directors
consider the Proposals to be in the best interests of the Company. The
Circular also contains the terms and conditions of the Tender Offer (and
subsequent Repurchase) and explains how Qualifying Shareholders may tender
their Shares, should they wish to do so.

1.11     The Board is unanimously recommending Ordinary Shareholders to
vote in favour of the Resolutions to be proposed at the General Meeting and
the Directors have irrevocably undertaken to vote in favour of the Resolutions
in respect of their own beneficial holdings of Shares amounting to 37.5 per
cent. in aggregate of the Company's voting rights.

1.12     The Company has also received Irrevocable Undertakings from the
Dewhurst Family Shareholders, the Directors and Shareholder Ingmar Scott to
vote in favour of the Resolutions to be proposed at the General Meeting,
amounting to 74.2 per cent. in aggregate of the voting rights of the Company,
as further described below.

2.         Background to and reasons for the Tender Offer and the De-listing

2.1       The Company recently reported growth for the first half of
FY2025. However, a softening in the UK lift market and ongoing uncertainty
surrounding tariffs are affecting confidence levels and contributing to delays
in construction projects, resulting in flat sales performance in the year to
date. Despite these challenges, the Company continues to make progress with
multiple change initiatives aimed at improving long term business performance
in the UK and key international markets such as Australia.

2.2       The Company has expanded over many decades, but has always
grown using its internally generated resources and has never sought to use the
AIM market to raise funds for its expansion. In fact over the years the
Company has sought to repurchase shares to enhance returns for shareholders.
The Board does not expect this strategy to change in future.

2.3       Given this and the other factors set out below, the Board does
not believe that the Company's future is best served by the continued
admission of the Shares to trading on AIM. Accordingly, the Board has now
concluded that the De-listing, following completion of the Tender Offer, is in
the best interests of the Company and its Shareholders as a whole.

2.4       The Board, in drawing up the Proposals, also considered the
following factors:

(a)        the scale and structure of the UK Small Cap market has
changed for the foreseeable future and the Company is too small to be of
interest to the vast majority of a reducing number of investors in UK
publicly-quoted companies;

(b)        in the opinion of the Board, the liquidity in the Shares is
not of a scale to attract sufficient interest from institutional and other
investors and it is difficult therefore to create a more liquid market for its
Shares to effectively or economically utilise its AIM quotation;

(c)        in light of the limited trading in the Shares, the costs
associated with maintaining the AIM quotation are considered by the Directors
to be disproportionately high when compared to the benefits, and the Board
believes that these funds could be better utilised;

(d)        the management time and the legal and regulatory burden
associated with maintaining the admission of the Shares to trading on AIM is,
in the Directors' opinion, disproportionate to the benefits provided by such
admission; and

(e)        in the opinion of the Board, the Tender Offer represents a
near-term opportunity for Qualifying Shareholders to realise a significant
part and potentially all of the current value of their investment in the
Company for cash at a significant premium to the share price on the Latest
Practicable Date.

2.5       Whether or not the Resolutions are approved, the Board's focus
remains on delivering value to Shareholders. It is expected that this will be
achieved by maintaining strong financial discipline and investing in
appropriate growth opportunities. As the Tender Offer will be primarily funded
through the committed Debt Facility, the Company expects to incur interest
obligations that will take priority over discretionary capital returns
(assuming that the Tender Offer proceeds). Consequently, the Board does not
anticipate paying dividends for the two years following the already committed
interim dividend payment for FY2025 (to be paid in August 2025), at which
point it is expected that a substantial portion of the debt and associated
interest payments will have been serviced. This conservative approach reflects
the Company's commitment to maintaining balance sheet strength and ensuring
financial flexibility over the short to medium term.

2.6       If the Resolutions are not approved by Ordinary Shareholders,
the Company will remain liable for the ongoing costs associated with
maintaining its admission to AIM, which amounted to approximately £0.3
million during FY2024. Furthermore, the Tender Offer will not proceed and the
Debt Facility will not be drawn down for the purposes of the Tender Offer,
albeit that the Company will incur certain costs relating to the arrangement
of the Debt Facility.

3.         The Tender Offer

3.1       The Tender Offer is being made to all Qualifying Shareholders
on the Register at the close of business at 6.00 p.m. on 28 August 2025.
Qualifying Shareholders are entitled to tender all of their Shares at the
applicable Tender Price (subject to scale back to the relevant Basic
Entitlement). Alternatively, Qualifying Shareholders may tender a portion of
their Shares (within the overall limits of the Tender Offer) or none of their
Shares.

3.2       The Tender Offer is being made by Cavendish, as principal, on
the basis that all tendered Shares purchased from Qualifying Shareholders
under the Tender Offer will be repurchased by the Company. The Company
requires authority from Ordinary Shareholders to purchase its own shares and
this authority is being sought at the General Meeting to be held at 11.00 a.m.
on 21 August 2025. The General Meeting will also seek approval of Ordinary
Shareholders for the De-listing and the Re-registration and adoption of the
New Articles. The Tender Offer is conditional on the passing of each of the
Resolutions set out in the Notice of General Meeting at the end of the
Circular.

3.3       Full details of the Tender Offer, including the terms and
conditions on which it is being made, are set out in Part V of the Circular
and, in relation to Shareholders holding Shares in a certificated form, on the
Tender Form(s) to be sent to them.

3.4       The Tender Offer (subject to the overriding terms and
conditions set out in Part V of the Circular) is being made:

(a)        at a price of:

(i)         £9.00 per Ordinary Share, being a premium of 14 per cent.
to the closing mid-market price of Ordinary Shares on the Latest Practicable
Date; and

(ii)        £6.65 per 'A' Share, being a premium of 23 per cent. to
the closing mid-market price of 'A' Shares on the Latest Practicable Date;

(b)        to all Qualifying Shareholders, with a maximum aggregate
purchase price of £25.0 million.  The maximum number of Shares that may be
acquired under the Tender Offer is 3,739,897 Shares, provided that the
aggregate value of the Shares to be purchased at the applicable Tender Offer
price shall not exceed £25.0 million (the "Available Consideration").

(c)        Qualifying Shareholders are entitled to tender all of their
Shares at the applicable Tender Price (subject to being scaled back to the
Qualifying Shareholders' Basic Entitlement). Alternatively, Qualifying
Shareholders may tender a portion of their Shares (within the overall limits
of the Tender Offer) or none of their Shares.

(d)        All Shares validly tendered by any Qualifying Shareholder up
to their Basic Entitlements will be purchased in full at the applicable Tender
Price.  Shareholders' Basic Entitlements comprise:

(i)         each 'A' Shareholder is entitled to tender up to
0.816215216 'A' Shares for every 1 'A' Shares held by the Qualifying 'A'
Shareholder on the Record Date (representing his/her Basic 'A' Share
Entitlement); and

(ii)        each Ordinary Shareholder is entitled to tender up to
0.467559782 Ordinary Shares for every 1 Ordinary Shares held by the Qualifying
Ordinary Shareholder on the Record Date (representing his/her Basic Ordinary
Share Entitlement).

If Qualifying Shareholders have tendered additional Shares beyond their Basic
Entitlements, these may be purchased to the extent that other Qualifying
Shareholders tender less than their Basic Entitlement, or do not tender any
Shares. Any such excess tenders will be satisfied at the sole discretion of
the Board. To the extent that there is sufficient Available Consideration,
certain Qualifying Shareholders may be able to tender up to 100 per cent. of
their holding of Shares pursuant to the excess tender process described in
Part V of the Circular.

(e)        If the total number of Shares validly tendered by all
Qualifying Shareholders exceeds an aggregate value of £25.0 million, it is
intended that tenders will be accepted in the order set out below:

(i)         allShares validly tendered by any Shareholder up to their
Basic Entitlements at the Tender Price are intended to be accepted in full;
and

(ii)        all Shares validly tendered pursuant to an Excess
Application will be satisfied at the discretion of the Board if there is
remaining Available Consideration for such purpose. The aggregate value of
Shares to be purchased in the Tender Offer will not, in any event, exceed
£25.0 million.

(f)        The specific number of Ordinary Shares and 'A' Shares to be
acquired pursuant to the Tender Offer will depend on the extent of the take-up
by Shareholders of their Basic Entitlements and the allocations made in
respect of any Excess Applications, such allocations being at the discretion
of the Board.  This could result in a proportionately greater number of 'A'
Shares than Ordinary Shares being acquired by the Company pursuant to Excess
Applications.

(g)        Successfully tendered Shares will be purchased free of
commission and dealing charges for Qualifying Shareholders.

(h)        Qualifying Shareholders who wish to tender Shares held in
certificated form must complete, sign and have witnessed the applicable Tender
Form(s).  There are separate Tender Forms in respect of each class of Shares,
as follows:

(i)         if you wish to accept the Tender Offer in respect of your
Ordinary Shares, please complete the yellow Ordinary Share Tender Form; and

(ii)        if you wish to accept the Tender Offer for 'A' Shares,
please complete the blue 'A' Share Tender Form; and

(iii)       if you wish to accept the Tender Offer in respect of both
classes of Shares, you must complete both Tender Forms.

If you hold your Shares in certificated form and you wish to participate in
the Tender Offer, you should insert in Box 2 of the relevant Tender Form the
number of Ordinary Shares or 'A' Shares you wish to tender in the Tender Offer
and sign Box 3 of the Tender Form in accordance with the instructions printed
on it.

(i)         Shareholders who hold their Shares in uncertificated form
(i.e. in CREST) and who wish to tender their Basic Entitlements should send a
separate TTE instruction for each applicable class of Shares through CREST to
the member account set out in paragraph 3.2 of Part V of the Circular. The
Receiving Agent will calculate your Basic Entitlements on the Record Date and
return any excess Shares. If you wish to tender a different number of Shares
to your Basic Entitlements, you should send a separate TTE Instruction for
each applicable class of Shares through CREST to the same member account
specifying such number of Ordinary Shares and/or 'A' Shares that you wish to
tender.

(j)         All successfully tendered Shares purchased by Cavendish
will be repurchased from Cavendish by the Company pursuant to the Repurchase
Agreement and will be cancelled or held in treasury and will not rank for any
future dividends.

(k)        Any rights of Shareholders who choose not to tender their
Shares will be unaffected, however, attention is also drawn to paragraph 4
below regarding the effects of the De-listing.

If Qualifying Shareholders are in any doubt as to what action they should
take, they should seek their own independent professional advice from their
stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under FSMA if they are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser. Qualifying Shareholders are also strongly advised to
consult their professional advisers regarding their own tax position.

4.         De-listing

Effects of the De-listing

4.1       The principal effects of the De-listing will be that:

(a)        there will not be the same formal market mechanism enabling
the Shareholders to trade their Shares on AIM;

(b)        while the Shares will remain freely transferrable, it is
possible that the liquidity and marketability of the Shares will, in the
future, be more constrained than at present and the value of such shares may
be adversely affected as a consequence. Shareholders should note however that
the Directors believe that the existing liquidity in the Shares is limited.
The Directors intend to establish the Secondary Market Trading Facility
following the De-listing becoming effective, as referred to below in
paragraphs 4.8 to 4.11, however there is no guarantee that this facility will
provide liquidity in the future or that shares sold through it will achieve a
price equal to the Tender Price;

(c)        the Dewhurst Family Shareholders currently hold
approximately: (a) 64.1 per cent. of the Ordinary Shares; and (b) 16.7 per
cent. of the 'A' Shares.  Following completion of the Tender Offer (assuming
all Qualifying Shareholders take-up their full Basic Entitlement in the Tender
Offer and that none of the Dewhurst Family Shareholders participate in full or
in part in the Tender Offer), the Dewhurst Family Shareholders will hold: (a)
77.0 per cent. of the Ordinary Shares; and (b) 52.2 per cent. of the 'A'
Shares.  As a result, the free float and liquidity of the Shares is limited
and will be further reduced following the completion of the Tender Offer;

(d)        in the absence of a formal market and quotation, it may be
more difficult for Shareholders to determine the market value of their Shares
at any given time;

(e)        the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply and
the Company will no longer be subject to:

(i)         UK MAR regulating inside information and other matters; or

(ii)        the Disclosure Guidance and Transparency Rules and so will
therefore no longer be required to disclose significant shareholdings in the
Company;

(f)        the Company will no longer be subject to the AIM Rules and,
accordingly, Shareholders will no longer be afforded the protections given by
the AIM Rules. In particular, the Company will not be bound to:

(i)         make any public announcements of material events, or to
announce interim or final results;

(ii)        comply with any of the corporate governance practices
applicable to AIM companies;

(iii)       announce substantial transactions and related party
transactions; or

(iv)       comply with the requirement to obtain shareholder approval
for reverse takeovers and fundamental changes in the Company's business;

(g)        the levels of transparency and corporate governance within
the Company may not be as stringent as for a company quoted on AIM;

(h)        Singer Capital Markets will cease to be the Company's
nominated adviser and the Company will cease to have a broker;

(i)         stamp duty will be payable on transfers of Shares as the
Shares will no longer be traded on AIM;

(j)         whilst the Company's CREST facility will remain in place
immediately following the De-listing, the Company's CREST facility may be
cancelled in the future and, although the Shares will remain transferable,
they may cease to be transferable through CREST (in which case, Shareholders
who hold Shares in CREST will receive share certificates);

(k)        the Company intends to adopt the New Articles to reflect the
change in the Company's status to a private limited company and may also
consider making further amendments to the New Articles in due course. Any
future articles of association adopted by the Company may not offer the same
level of protection for minority shareholders as the Current Articles or the
New Articles; and

(l)         the De-listing may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.

4.2       The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely impact of
the De-listing on them and their Shares.

Process for De-listing

4.3       Under the AIM Rules, De-listing can only be effected by the
Company after passing a special resolution of its Ordinary Shareholders in
general meeting and the expiry of a period of 20 clear Business Days from the
date on which notice of the De-listing is given to the London Stock Exchange.
In addition, a period of at least five clear Business Days following approval
by the Ordinary Shareholders of the De-listing is required before the
De-listing may become effective.

4.4       The Notice of General Meeting contains a special resolution
which seeks the approval of Ordinary Shareholders entitled to vote for the
De-listing. Assuming that all Resolutions are approved, Shareholders should
note that last day of trading in the Ordinary Shares and the 'A' Shares on AIM
would be 10 September 2025 and that the De-listing is expected to take place
at 7.00 a.m. on 11 September 2025.

4.5       The Directors are aware that certain Shareholders may be
unable or unwilling to hold Shares in the event that the De-listing is
approved and becomes effective. Such Shareholders should consider selling
their interests prior to the De-listing becoming effective.  The Tender Offer
provides Shareholders an opportunity to tender all of their Shares at the
applicable Tender Price (subject to being scaled back to the Qualifying
Shareholders' Basic Entitlement).

Provision of information, services and facilities following the De-listing

4.6       The Company intends to continue to provide certain
information, services and facilities to Shareholders following the De-listing.
The Company intends to:

(a)        continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the Companies
Act;

(b)        continue, for at least 12 months following the De-listing,
to maintain its website, https://dewhurst-group.com/ and to post updates on
the website from time to time, although Shareholders should be aware that
there will be no obligation on the Company to include all of the information
required under the Disclosure Guidance and Transparency Rules, AIM Rule 26, UK
MAR or to update the website as required by the AIM Rules; and

(c)        make available to Shareholders, by way of a Secondary Market
Trading Facility, the means to buy and sell Shares on a matched bargain basis
following the De-listing, as further set out in paragraphs 4.8 to 4.10 below;
however there is no guarantee that this facility will provide liquidity in the
future or that any shares sold through it will achieve a price equal to the
Tender Price. JP Jenkins, the intended provider of the Secondary Market
Trading Facility, is authorised and regulated by the FCA.

4.7       The Company will continue to be bound by the Companies Act
(which requires shareholder approval for certain matters) following the
De-listing. The Company will also remain subject to the Takeover Code for two
years following De-listing as further set out in paragraph 13 below.

Secondary Market Trading Facility

4.8       Following the De-listing (assuming all Resolutions are
approved by Ordinary Shareholders), the Company intends to put in place the
Secondary Market Trading Facility, details of which will be made available to
Shareholders on the Company's website and directly by letter or e-mail (where
appropriate).  It is intended that the trading facility will operate for a
minimum of 12 months after the De-listing. The Directors' intention is that it
will continue beyond that time but Shareholders should note that it could be
withdrawn and therefore inhibit the ability to trade the Shares. Further
details will be communicated to the Shareholders at the relevant time.

4.9       Under the Secondary Market Trading Facility, Shareholders or
persons wishing to acquire or dispose of Ordinary Shares and/or 'A' Shares
would be able to leave an indication with JP Jenkins, through their
stockbroker (JP Jenkins is unable to deal directly with members of the
public), of the number of Ordinary Shares and/or 'A' Shares that they are
prepared to buy or sell at an agreed price(s). In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Shareholdings
remaining in CREST can be traded during normal business hours via a UK
regulated stockbroker.

4.10     Shareholders who wish to buy or sell Ordinary Shares and/or 'A'
Shares on AIM must do so prior to the De-listing becoming effective. In the
event that Ordinary Shareholders approve the De-listing, it is anticipated
that the last day of dealings in the Ordinary Shares and the 'A' Shares on AIM
will be 10 September 2025 and that the effective date of the De-listing will
be 11 September 2025.

4.11     There is no guarantee that the Secondary Market Trading Facility
will provide liquidity in the future or that any shares sold through it will
achieve a price equal to the Tender Price.

5.         Overseas Shareholders

5.1       The attention of Shareholders who are citizens, residents or
nationals of countries outside the UK wishing to participate in the Tender
Offer is drawn to paragraph 9 (entitled "Overseas Shareholders") in Part V of
the Circular.

6.         Taxation

6.1       Qualifying Shareholders should be aware that there may be tax
considerations that they should take into account when deciding whether or not
and/or the extent to which to participate in the Tender Offer. A summary of
the taxation consequences of the Tender Offer for UK resident Shareholders is
set out in Part VII of the Circular. It should be noted that this tax summary
is merely a guide to current tax law and practice in the UK. Shareholders are
strongly advised to consult their own professional advisers regarding their
own tax position.

6.2       Shareholders who are in any doubt as to their tax position or
who are subject to tax in a jurisdiction other than the UK should consult an
appropriate professional adviser.

6.3       The De-listing may also have certain tax consequences for
Shareholders and those Shareholders who are in any doubt about their tax
position should consult their professional advisers as to their tax position
before taking any action relating to the De-listing.

7.         Debt Facility

7.1       The Company has secured a new Debt Facility from HSBC, a bank
lender, to support the funding of the Tender Offer. This will provide the
Company with the financial flexibility to implement the return of capital in a
timely manner, while also maintaining sufficient working capital to support
the ongoing operational and strategic needs of the business.

7.2       Under the Facility Agreement, the Company has conditionally
raised a committed £20.0 million revolving credit facility from HSBC. The
Debt Facility carries an opening margin of 1.15%. The Debt Facility is
revolving in nature, allowing amounts to be drawn, repaid, and redrawn, and is
initially for a three-year term, with the option to extend for a further 12 or
24 months.

7.3       The Facility Agreement contains certain customary conditions
which must be satisfied at the time of the Company's proposed drawdown of the
Debt Facility in connection with the Tender Offer. Such conditions include,
without limitation, the Company not having suffered a material adverse change
in its financial position (including non-payment of amounts due and payable
under the Facility Agreement) and/or an insolvency event, no major
representation made by the Company in the Facility Agreement being incorrect,
as well as the delivery of certain customary documents to HSBC and the payment
of certain fees which are to be paid on or before the first utilisation of the
Debt Facility. To the extent such conditions are not satisfied at the relevant
time, the conditions to the Tender Offer will not be satisfied and the Tender
Offer will not proceed.

8.         Financing of the Tender Offer

8.1       If the maximum number of Ordinary Shares and 'A' Shares are
tendered, this will result in an aggregate amount of £25.0 million being
returned by the Company to Qualifying Shareholders participating in the Tender
Offer.

8.2       The Company will fund the Tender Offer with the following:

(a)        a portion of its own cash resources determined to be
approximately £5.0 million; and

(b)        up to £20.0 million of the new Debt Facility with HSBC.

9.         Repurchase Agreement

9.1       Under the Repurchase Agreement, the parties have agreed that,
subject to, amongst other things, the sum of up to £25.0 million (equal to
the relevant Tender Price multiplied by the number of Shares validly tendered
under the Tender Offer) being received by Cavendish (or its custodian) by no
later than 5.00 p.m. on 3 September 2025 (or such later time and/or date as
may be agreed by Cavendish and the Company) and the Tender Offer becoming
unconditional in all respects and not lapsing or terminating in accordance
with its terms, Cavendish shall, as principal, purchase "on exchange" at the
relevant Tender Price, Shares successfully tendered to it up to a maximum
aggregate value at the applicable Tender Price of approximately £25.0
million.

9.2       The Company has agreed that, immediately following the
purchase by Cavendish of all Shares which it has agreed to purchase as
principal under the terms of the Tender Offer, the Company will purchase from
Cavendish all such Shares at a price per Share equal to the applicable Tender
Price. All transactions will be carried out on the London Stock Exchange.
Under the Repurchase Agreement, the Company has agreed to cancel the Shares
purchased by it under the Tender Offer (although it is entitled to hold up to
50,000 Ordinary Shares in treasury).

10.       Irrevocable undertakings

10.1     The Company has received Irrevocable Undertakings from the
Directors, the Dewhurst Family Shareholders and Shareholder Ingmar Scott.

10.2     The Irrevocable Undertakings from the Dewhurst Family
Shareholders contain (among other things) undertakings to:

(a)        exercise the voting rights attaching to their respective
Ordinary Shares in favour of each of the Resolutions, amounting to
approximately 64.1 per cent., in aggregate, of the voting rights of the
Company as at the Latest Practicable Date; and

(b)        not tender any of their respective Shares pursuant to the
Tender Offer, amounting to approximately 64.1 per cent., in aggregate, of the
Ordinary Shares and approximately 16.7 per cent., in aggregate, of the 'A'
Shares, in each case as at the Latest Practicable Date.

10.3     The Irrevocable Undertakings from Shareholder Ingmar Scott and
the Directors not comprising Dewhurst Family Shareholders (being John Bailey,
Jared Sinclair, Susan McErlain and Charles Holroyd) contain undertakings to
exercise the voting rights attaching to their respective Ordinary Shares in
favour of each of the Resolutions, amounting to approximately 10.1 per cent.,
in aggregate, of the voting rights of the Company as at the Latest Practicable
Date.  The Company has received indications from non-executive Directors,
Susan McErlain and Charles Holroyd, that they may participate in the Tender
Offer in relation to some or all of their respective 'A' Shares.

11.       Board and Governance

11.1     In the event of De-listing, the governance of the delisted
company will be reviewed by the Board, with consideration of all shareholder
requirements.

12.       Re-registration

12.1     Following the proposed De-listing, the Board believes that the
requirements and associated costs of the Company maintaining its public
company status will be difficult to justify and that the Company will benefit
from the more flexible requirements and lower overhead costs associated with
private limited company status. It is therefore proposed to re-register the
Company as a private limited company.

12.2     In connection with the Re-registration, it is proposed that the
New Articles be adopted to reflect the change in the Company's status to a
private limited company. The principal effects of the adoption of the New
Articles on the rights and obligations of Shareholders and the Company are
summarised in Part VIII of the Circular. The Company may also consider further
amendments to the New Articles in the future and would seek shareholder
approval to any additional changes at that time.

12.3     Subject to and conditional upon the passing of the Resolutions,
an application will be made to the Registrar of Companies for the Company to
be re-registered as a private limited company. Re-registration will take
effect when the Registrar of Companies issues a certificate of incorporation
on Re-registration. The Registrar of Companies will not issue the certificate
of incorporation on Re-registration until the Registrar of Companies is
satisfied that no valid application can be made to cancel the resolution to
re-register as a private limited company.

12.4     Under the Companies Act, it is a requirement that re-registration
and adoption of new articles of association must be approved by not less than
75 per cent. of votes cast by shareholders with the right to vote at a general
meeting. Accordingly, the Notice of General Meeting set out in Part XI of the
Circular contains a special resolution (Resolution number 3) to approve the
Re-registration and adoption of the New Articles.

12.5     If all of the Resolutions are passed at the General Meeting and
the Registrar of Companies issues a certificate of incorporation on
Re-registration, it is anticipated that the Re-registration will become
effective by 26 September 2025.

13.       Takeover Code

13.1     The Takeover Code is issued and administered by the Panel. The
Takeover Code currently applies to the Company and, accordingly, Shareholders
are entitled to the protections afforded by the Takeover Code.

13.2     The Takeover Code and the Panel operate principally to ensure
that shareholders in an offeree company are treated fairly and are not denied
an opportunity to decide on the merits of a takeover and that shareholders in
the offeree company of the same class are afforded equivalent treatment by an
offeror. The Takeover Code also provides an orderly framework within which
takeovers are conducted. In addition, it is designed to promote, in
conjunction with other regulatory regimes, the integrity of the financial
markets.

13.3     The Takeover Code is based upon a number of General Principles,
which are essentially statements of standards of commercial behaviour. The
General Principles apply to takeovers and other matters to which the Takeover
Code applies. They are applied by the Panel in accordance with their spirit in
order to achieve their underlying purpose.

13.4     In addition to the General Principles, the Takeover Code contains
a series of rules. Like the General Principles, the rules are to be
interpreted to achieve their underlying purpose. Therefore, their spirit must
be observed as well as their letter. The Takeover Panel may derogate or grant
a waiver to a person from the application of a rule in certain circumstances.

13.5     A summary of key points regarding the application of the Takeover
Code is set out in Part IX of the Circular.

13.6     The Takeover Code applies to any company which has its registered
office in the UK, the Channel Islands or the Isle of Man if any of its equity
share capital or other transferable securities carrying voting rights are
admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in
the Channel Islands or the Isle of Man. The Takeover Code therefore applies to
the Company as its securities are admitted to trading on AIM, which is a UK
MTF.

13.7     The Takeover Code also applies to any company which has its
registered office in the UK, the Channel Islands or the Isle of Man if any of
its securities were admitted to trading on a UK regulated market, a UK MTF, or
a stock exchange in the Channel Islands or the Isle of Man at any time during
the preceding two years.

13.8     Accordingly, if the Resolutions are approved by Ordinary
Shareholders at the General Meeting and the De-listing becomes effective, the
Takeover Code will continue to apply to the Company for a period of two years
after the De-listing, following which the Takeover Code will cease to apply to
the Company.

13.9     While the Takeover Code continues to apply to the Company, a
mandatory cash offer will be required to be made if either:

(a)        any person acquires an interest in Shares which (taken
together with the Shares in which the person or any person acting in concert
with that person is interested) carry 30 per cent. or more of the voting
rights of the Company; or

(b)        any person, together with persons acting in concert with
that person, is interested in Shares which in the aggregate carry not less
than 30 per cent. of the voting rights of a company but does not hold Shares
carrying more than 50 per cent. of such voting rights and such person, or any
person acting in concert with that person, acquires an interest in any other
Shares which increases the percentage of Shares carrying voting rights in
which that person is interested.

13.10   Brief details of the Panel, and of the protections afforded by the
Takeover Code, are set out in Part IX of the Circular.

13.11   Before voting on the De-listing, you may want to take independent
professional advice from an appropriate independent financial adviser.

14.       Issued Shares following the Tender Offer

14.1     Assuming that the maximum number of Shares under the Tender Offer
are bought back by the Company and cancelled in line with Shareholders' Basic
Entitlements, this would result in:

(a)        the Company's issued share capital being reduced by
3,007,518 'A' Shares and 555,555 Ordinary Shares; and

(b)        the Company's issued share capital being reduced to
1,418,000 'A' Shares and 2,753,645 Ordinary Shares following completion of the
Tender Offer.

14.2     An announcement setting out the Company's new issued share
capital for the purposes of making DTR 5.1.2 notifications will be made
following any purchase by the Company of Shares from Cavendish in relation to
the Tender Offer.

15.       Action to be taken in respect of General Meeting

15.1     The General Meeting will be held at the Company's registered
office, Unit 9 Hampton Business Park, Hampton Road West, Feltham, TW13 6DB,
commencing at 11.00 a.m. on 21 August 2025. The Resolutions to be proposed at
the General Meeting are as follows:

(a)        a special resolution to approve the Tender Offer (Resolution
1);

(b)        a special resolution to approve the De-listing (Resolution
2); and

(c)        a special resolution to approve the Re-registration and
adoption of the New Articles (Resolution 3).

15.2     Each of the Resolutions are inter-conditional and subject to the
passing of all of the Resolutions at the General Meeting. As such, all events
that relate to: (i) the Tender Offer; (ii) the De-listing; and (iii) the
Re-registration are conditional upon the approval of each of the Resolutions.
Each Resolution requires the approval of not less than 75 per cent. of the
votes cast by Ordinary Shareholders in person or by proxy at the General
Meeting. 'A' Shares do not carry the right to attend or vote at meetings of
the Company.

15.3     Ordinary Shareholders should complete and submit a Form of Proxy
(whether online or by submitting a hard copy to MUFG Corporate Markets) in
accordance with the instructions printed on it.  Ordinary Shareholders will
receive a hard copy Form of Proxy for the General Meeting in the post.
Alternatively, Ordinary Shareholders will be able to vote electronically using
the link https://uk.investorcentre.mpms.mufg.com/.
(http://www.signalshares.com/) Ordinary Shareholders will need to log into
their Investor Centre account or register if they have not previously done so.
The Form of Proxy (if completed in hard copy) must be received by the
Registrars at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, by no later than 11.00 a.m. on 19 August 2025.

15.4     CREST members can also appoint proxies by using the CREST
electronic appointment service and transmitting a CREST Proxy Instruction in
accordance with the procedures set out in the CREST Manual so that it is
received by MUFG Corporate Markets (under CREST participant RA10) by no later
than 11.00 a.m. on 19 August 2025. The time of receipt will be taken to be the
time from which MUFG Corporate Markets is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.

15.5     If you are an institutional investor, you may also be able to
appoint a proxy electronically via the Proxymity platform, a process which has
been agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io
(http://www.proxymity.io) .

15.6     Whether or not you intend to attend the General Meeting in
person, you are encouraged to submit a proxy vote online.

15.7     Ordinary Shareholders who hold their Ordinary Shares through a
nominee should instruct their nominees to submit a Form of Proxy on their
behalf.

15.8     Shareholders are reminded that if the Resolutions are not passed,
the Company will not have authority to undertake the Proposals. The results of
the General Meeting will be announced through a Regulatory Information Service
and the Company's website as soon as possible once known. It is expected that
this will be on 21 August 2025. If you are in any doubt as to the action you
should take, you are recommended to seek your own independent advice.

16.       Action to be taken in respect of Tender Offer

16.1     Only Qualifying Shareholders whose names appeared on the Register
as at 6.00 p.m. on the Record Date are able to participate in the Tender Offer
in respect of the Shares held as at that date. Qualifying Shareholders who
hold Shares in certificated form who have acquired Shares in the period
between the date of the Circular and the Record Date can obtain the relevant
Tender Form(s) by contacting MUFG Corporate Markets as set out in paragraph
16.7 below.

Shares held in certificated form

16.2     Qualifying Shareholders who hold Shares in certificated form and
who wish to participate in the Tender Offer should follow the instructions on
the Tender Form(s) provided to them and return it to the Receiving Agent,
together with their share certificates or other document(s) of title, to
arrive by no later than 1.00 p.m. on 28 August 2025. Qualifying Shareholders
who hold their Shares in certificated form should also send their original
share certificate(s) in respect of the Shares tendered with their Tender
Form(s).

Shares held in uncertificated form

16.3     Qualifying Shareholders who hold their Shares in uncertificated
form (that is, in CREST) and who wish to participate in the Tender Offer
should tender electronically through CREST so that the TTE Instruction(s)
settles no later than 1.00 p.m. on 28 August 2025.

16.4     A separate TTE Instruction must be provided for Ordinary Shares
and 'A' Shares if you wish to accept the Tender Offer in respect of both
classes of Shares.  Further details of the procedures for tendering and
settlement are set out in Part V of the Circular.

16.5     Shareholders who do not wish to participate in the Tender Offer
should not complete the Tender Form(s) and should not make or arrange for a
TTE Instruction.

General

16.6     If you choose not to tender your Shares under the Tender Offer,
your holding will be unaffected, save for the fact that, assuming the
successful completion of the Tender Offer and subsequent repurchase of Shares
by the Company, you will end up holding a greater percentage of the issued
share capital of the Company than you did before the Tender Offer as there
will be fewer Shares in issue after completion of the Tender Offer and
subsequent Repurchase and cancellation of Shares by the Company. Attention is
also drawn to paragraph 4 above regarding the De-listing of admission from
AIM.

16.7     If you have any questions about the procedure for tendering
Shares or making a TTE Instruction, you require extra copies of the Circular
or the Tender Form(s) or you want help filling in the Tender Form(s), please
contact the Receiving Agent, MUFG Corporate Markets, on 0371 664 0321. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 9.00 a.m. to 5:30 p.m. (London time) Monday to
Friday, excluding public holidays in England and Wales.  Please note that the
Registrar cannot provide any financial, legal or tax advice.

16.8     You are advised to read all of the information contained in the
Circular before deciding on the course of action you will take in respect of
the General Meeting and the Tender Offer.

17.       Further information and questions

17.1     Your attention is drawn to the information contained in the rest
of the Circular, including, in particular, the terms and conditions of the
Tender Offer in Part V of the Circular, and the "Questions and Answers on the
Tender Offer" in Part VI of the Circular which addresses common questions on a
transaction of this kind.

17.2     If you have read the Circular and still have questions,
Shareholders should telephone MUFG Corporate Markets on 0371 664 0321. Lines
are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding
public holidays in England and Wales. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes.

18.       Recommendation

18.1     The Board considers the Resolutions to be in the best interests
of Shareholders as a whole. Accordingly, the Board recommends that Ordinary
Shareholders vote in favour of all of the Resolutions to be proposed at the
General Meeting, as the Directors intend to do for their respective individual
beneficial holdings of, in aggregate, 1,242,038 Ordinary Shares, representing
approximately 37.5 per cent. of the Company's voting rights as at the Latest
Practicable Date.

18.2     The Dewhurst Family Shareholders and Shareholder Ingmar Scott
have also provided Irrevocable Undertakings to vote in favour of the
Resolutions. Therefore, the Company has received Irrevocable Undertakings to
vote in favour of the Resolutions representing, in aggregate, 74.2 per cent.
of the Company's voting rights as at the Latest Practicable Date.

18.3     The Directors are making no recommendation to Qualifying
Shareholders in relation to participation in the Tender Offer itself. If you
are in any doubt as to the action you should take, you are recommended to seek
your own independent advice.

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