REG - Maintel Holdings PLC - Result of Retail Offer and Update on Timing

Maintel HoldingsAnnouncement

29/05/2026 14:15

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RNS Number : 2927G  Maintel Holdings PLC  29 May 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
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INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
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SEE THE IMPORTANT INFORMATION SECTION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.

29 May 2026

Maintel Holdings Plc

("Maintel" or the "Company")

Result of Retail Offer and Update on Timing

 

Maintel is pleased to announce that, further to its announcement of 13 May
2026 the Retail Offer that launched on that date has now closed, raising gross
proceeds of approximately £0.5 million. Subject to the Retail Offer becoming
unconditional, a total of 619,545 Retail Offer Shares will be issued at a
price of 80 pence each (the "Issue Price").

Following the close of the Retail Offer, the Company has conditionally raised,
in aggregate, gross proceeds of approximately £5.5 million via the
Fundraising.

As set out in the Circular published on 13 May 2026, the Retail Offer is
conditional on, inter alia, (a) completion of the Refinancing; (b) the passing
of certain Resolutions by Shareholders at the General Meeting; and (c) the
Retail Offer Shares being admitted to trading on the AIM market ("AIM") of the
London Stock Exchange plc ("Admission")(together, the "Admission Conditions").
Admission of the Retail Offer Shares pursuant to the Retail Offer is expected
to take place as part of Admission.

Subject to the Admission Conditions, the Company will issue and allot a total
of 4,369,545 new Ordinary Shares with regards to the Placing and Retail Offer.
The Company remains in active conversations with its current and potential
future lenders regarding the Refinancing; however, the timing of completion of
the Refinancing process and therefore the date of Admission cannot be
confirmed at this stage, but in any event is expected to occur no later than
the Admission Long Stop Date of 30 June 2026.  If the Admission Conditions
are not satisfied by 30 June 2026, the Fundraising will not complete and the
funds relating to it will not be received. A further announcement will be made
in due course.

The issued share capital of the Company following Admission will be a total of
18,731,037 Ordinary Shares (inclusive of the new Ordinary Shares).

A separate announcement will be made following the General Meeting , to be
held at 11.00 a.m. on 1 June 2026, of the results of the General Meeting and
the total voting rights following Admission.

The net proceeds from the Fundraising will be used to strengthen the Company's
balance sheet and provide sustainable working capital resourcing to support
delivery of newly signed projects, enhance tendering capability, improve
procurement terms and payment performance, and enable the full roll‑out of
the Company's Transformation programme.

Cavendish acted as Sole Bookrunner in connection with the Placing.

Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning given to them in the announcement of the
Fundraising made by the Company at 7.00 a.m. on 13 May 2026.

 For further information please contact:

Maintel Holdings PLC                                                          Tel: 0344 871 1122
 Dan Davies, Chief Executive Officer

 Gab Pirona, Chief Financial Officer

 Cavendish (Nomad and Broker)                                                  Tel: 020 7220 0500
 Jonny Franklin-Adams / Seamus Fricker / Andrea Callaghan (Corporate Finance)

 Sunila de Silva (Corporate Broking)

 Hudson Sandler (Financial PR)                                                 Tel: 020 7796 4133
 Wendy Baker / Nick Moore                                                      maintel@hudsonsandler.com (mailto:maintel@hudsonsandler.com)

 

 

 

Further information on the Company can be found on its website at:
https://maintel.co.uk/

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

 

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Australia, New Zealand, Canada, Japan, the
Republic of South Africa, any member state of the EEA or any other
jurisdiction where to do so might constitute a violation of the relevant laws
or regulations of such jurisdiction.

The securities referred to herein have not been, and will not be, registered
under the Securities Act or the securities laws of any state or jurisdiction
of the United States, and may not be offered or sold within the United States
to, except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements under the Securities Act and in compliance with
applicable securities laws of any state or other jurisdiction of the United
States. No public offer of securities is being made in the United States.

The Retail Offer Shares are being offered and sold outside the United States
to persons who are not US Persons in "offshore transactions", in each case as
defined in, and in compliance with, Regulation S under the Securities Act.

The Retail Offer has not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Retail Offer, or the
accuracy or adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

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) as its client in relation to the Retail
Offer 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 Retail Offer, Admission and the other arrangements
referred to in this announcement.

The value of Ordinary 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.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on 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. Each
of the Company and Cavendish Capital Markets Limited expressly disclaims 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 the Financial Conduct Authority, the London Stock
Exchange or applicable law.

 

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.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR 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 the
Retail Offer Shares 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 paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(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 any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II 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 the
Retail Offer Shares 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU 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 EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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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