REG - Maintel Holdings PLC - Retail Offer

Maintel HoldingsAnnouncement

Wed 14:45

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RNS Number : 2093E  Maintel Holdings PLC  13 May 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY
OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE
SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.  FURTHER,THIS
ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF MAINTEL HOLDINGS PLC
IN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL OR REQUIRE REGISTRATION. NO PUBLIC
OFFERING OF THE SECURITIES REFERRED TO HEREIN IS BEING MADE IN ANY SUCH
JURISDICTION.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
MAINTEL HOLDINGS PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF MAINTEL HOLDINGS PLC.

13 May 2026

MAINTEL HOLDINGS PLC

Retail Offer

The Board of Maintel Holdings plc (the "Company") is pleased to announce a
retail offer via BookBuild (the "Retail Offer") of new ordinary shares of 1
penny each in the capital of the Company ("Ordinary Shares"). Under the Retail
Offer, up to 1,250,000 new Ordinary Shares (the "Retail Offer Shares") will be
made available at a price of 80 pence per Retail Offer Share (the "Issue
Price").

In addition to the Retail Offer, earlier today the Company announced a placing
of new Ordinary Shares ("Placing") at the Issue Price and the issue of
convertible loan notes ("Convertible Loan Notes") (together with the Placing
and the Retail Offer, the "Fundraising"), pursuant to which it proposes to
raise, subject to certain conditions, £5 million in aggregate (before
expenses). Assuming full take up of the Retail Offer, the Fundraising will
raise £6 million (before expenses).  A separate announcement has been made
regarding the Placing and issue of Convertible Loan Notes and their terms. For
the avoidance of doubt, the Retail Offer is not part of the Placing or the
issue of Convertible Loan Notes.

The Issue Price represents a discount of approximately 33.3% per cent to the
closing share price of 120 pence per existing Ordinary Share on 12 May 2026.

The Retail Offer is conditional on, inter alia, (a) completion of the
Refinancing (as defined below); (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"). It is anticipated that Admission will become effective and that
dealings in the Retail Offer Shares will commence on AIM, at 8.00 a.m. on 2
June 2026.

The Placing, the Retail Offer and issue of Convertible Loan Notes, are
conditional on, inter alia:

·    the entry by the Company into a new facility agreement, or (ii) the
refinancing of the Company's existing facilities agreement, in either case
with one or more third party lenders which, on terms which, when combined with
the cash raised pursuant to the Fundraising, are acceptable to the relevant
third party lender(s) (the "Refinancing") and such Refinancing having become
unconditional (save for any condition requiring Admission to have occurred);
and

·    the passing of the Fundraising Resolutions by Shareholders at the
General Meeting.

The Placing and the issue of Convertible Loan Notes are not conditional upon
the Retail Offer.

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.

Full details of the Fundraising, including the background to, and reasons for
the Placing, the issue of Convertible Loan Notes and the Retail Offer and the
proposed use of funds received under the Fundraising, is included in a
separate announcement released by the Company earlier today.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                           13/05/2026, 14:35
 Latest time and date for commitments under the Retail Offer  29/05/2026, 13:00
 Results of the Retail Offer announced                        29/05/2026
 Admission and dealings in new Ordinary Shares issued         02/06/2026

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                         MAI
 ISIN for the Ordinary Shares   GB00B046YG73
 SEDOL for the Ordinary Shares  B046YG7

Retail Offer

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors since IPO. Given the support of
retail shareholders, the Company believes that it is appropriate to provide
its retail shareholders in the United Kingdom 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/W7LPL1/authorised-intermediaries
(https://www.bookbuild.live/deals/W7LPL1/authorised-intermediaries)

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

Existing retail shareholders 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 at
2:35pm on 13/05/2026. The Retail Offer is expected to close at 1:00pm on
29/05/2026. 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
Offer Coordinator or BookBuild at email: support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
Intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons who
only hold CFDs, Spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

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 Retail Offer 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 offered in the United Kingdom under an exemption from the
prohibition of public offers specified in Part 1 of Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024.

The Retail Offer is only being made into the United Kingdom. The Retail Offer
is not being made into any jurisdiction where it would be unlawful to do so.
In particular, the Retail Offer is being made only to persons who at the time
of any application or subscription for the Retail Shares are physically
located outside the United States, its territories and possessions, any state
of the United States and the District of Columbia (the "United States"), are
not US Persons (as defined in Regulation S of the US Securities Act 1933, as
amended)  and are subscribing for the Retail Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S under the
U.S. Securities Act of 1933, as amended (the "Securities Act").

.

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement 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 £200.00 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/W7LPL1/authorised-intermediaries
(https://www.bookbuild.live/deals/W7LPL1/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.

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

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.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Company's announcement released on 13 May 2026 in respect
of the Fundraising unless the context provides otherwise.

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/

The Company's LEI is 2138008TDMNV6ODDI497.

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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