REG - Fonix PLC - On Market Share Buyback Programme

FonixAnnouncement

Today 07:00

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RNS Number : 3616F  Fonix PLC  22 May 2026

Fonix plc

("Fonix" or the "Company")

On Market Share Buyback Programme

Fonix, the mobile payments and messaging provider, announces that it will
undertake a share buyback programme today of 1,250,000 Ordinary Shares (the
"Share Buyback Programme").

Due to the Concert Party (as defined in the Company' admission document, in
aggregate being interested in 33.06% of the Company's issued share capital
(the "Concert Party Percentage"), the Company has historically been restricted
in its ability to conduct share buyback programmes to return value to
shareholders given that any increase to the Concert Party's holding would
require the Concert Party to make a mandatory cash offer for the entire issued
and to be issued share capital of Fonix, pursuant to Rule 9 of the City Code
on Takeovers and Mergers.

However, Richard Thompson (through Starnevesse Limited, a company owned and
controlled by Richard Thompson), a significant shareholder in the Company, and
a member of the Concert Party has signed an irrevocable undertaking to sell up
to 1,250,000 Ordinary Shares and not less than the Concert Party Percentage of
the total number of Ordinary Shares purchased by Cavendish, pursuant to the
Share Buyback Programme, so as to ensure that on conclusion of the Share
Buyback Programme, the Concert Party's aggregate interest in Ordinary Shares
does not increase.

The Company has appointed its corporate broker Cavendish Capital Markets
Limited ("Cavendish") to manage the Share Buyback Programme, to repurchase
Ordinary Shares of 0.1 pence each ("Ordinary Shares") on its behalf, up to a
maximum number of 1,250,000 Ordinary Shares representing 1.26% of the
Company's issued share capital (excluding shares held in treasury) at a price
of 159 pence per Ordinary Share, being the closing price per Fonix Ordinary
Share on 21 May 2026. The Share Buyback Programme will remain open until 4:00
p.m. today and therefore any shareholders wishing to participate in the Share
Buyback Programme should contact Cavendish's Sales Trading desk prior to this
time. The Board considers the Share Buyback Programme to be an efficient use
of the Company's growing cash balance.

The Company has entered into an irrevocable commitment with Cavendish to
conduct the Share Buyback Programme through a non-discretionary programme,
repurchasing the Company's Ordinary Shares on its behalf, and within certain
defined parameters. Cavendish will make trading decisions in relation to the
buyback of Ordinary Shares independently of the Company within the programme
terms.

Share repurchases will take place as open market transactions and may be made
from time to time depending on market conditions, share price, trading volume
and other factors. The amount paid for each Ordinary Share (exclusive of
expenses) shall not be more than 105 per cent of the average price of an
Ordinary Share, for the five days immediately preceding the day on which any
Ordinary Share is purchased, or higher than the price of the last independent
trade and the highest current independent bid for an Ordinary Share on the
trading venue where the purchase is carried out. Under the Share Buyback
Programme, the repurchased shares will either be held in treasury at the
Company's discretion for later reissue or cancellation. Shares held in
treasury are not entitled to dividends and have no voting rights at the
Company's general meetings.

The Share Buyback Programme is in accordance with the Company's general
authority to purchase a maximum of 9,908,883 Ordinary Shares, granted by its
shareholders at the Annual General Meeting held on 13 November 2025.

Shareholders should be aware that the Share Buyback Programme represents an
amount in excess of the daily traded volume in the Group's Shares on the
London Stock Exchange, (being an amount in excess of 25% of the average daily
traded volume on the London Stock Exchange). Accordingly, the Group will not
benefit from the exemption contained in Article 5(1) of MAR.

Outside of the above, the Share Buyback Programme will be conducted within the
parameters of the Market Abuse Regulation 596/2014/EU ("UK MAR") and the
Commission Delegated Regulation 2016/1052/EU (each as in force in the UK from
time to time, including where relevant pursuant to the Market Abuse
(Amendment)(EU Exit) Regulations 2019).

Enquiries

 Fonix plc                                                                     Tel: +44 20 8114 7000
 Robert Weisz, CEO
 Michael Foulkes, CFO

 Cavendish Capital Markets Limited (Nomad and Broker)                          Tel: +44 20 7220 0500
 Jonny Franklin-Adams / Seamus Fricker / Andrea Callaghan (Corporate Finance)
 Sunila de Silva / Harriet Ward (ECM)

 

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