Result of Tender, Related Party Transaction & TVR
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS “ANNOUNCEMENT”) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, SINGAPORE , SWITZERLAND 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 (EACH BEING A “RESTRICTED JURISDICTION”).
NIOX Group plc
(the “Company” or the “Group”)
Result of Tender Offer,
Related Party Transaction & Total Voting Rights
Oxford, UK – 22 October 2026: NIOX Group plc (AIM: NIOX), a medical device company focused on point-of-care FeNO testing for the diagnosis, monitoring and management of asthma and COPD, is pleased to announce the result of the Tender Offer, details of which were set out in the Circular published by the Company on 29 September 2026.
The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 15,625,000 Ordinary Shares, representing approximately 3.7 per cent. of the Company’s issued share capital. The Tender Price was 80 pence per Ordinary Share.
In total, 215,151,513 Ordinary Shares were validly tendered, equal to 51.1 per cent. of the shares in issue as at 29 September 2026.
Accordingly, a total of 15,625,000 Ordinary Shares will therefore be purchased under the Tender Offer. The total value which will be returned to Shareholders pursuant to the Tender Offer will be approximately £12.5 million.
In accordance with the terms and conditions of the Tender Offer as was contained in the Circular, all Individual Excess Tenders will be scaled-back pro rata to the total number of such Ordinary Shares tendered in excess of the Basic Entitlement and up to the Total Excess Tenders.
Payment of the consideration due to Shareholders, whose tenders under the Tender Offer have been accepted, is expected to be paid by 27 October 2026 in respect of shares held in CREST and by 3 November by cheque in respect of shares held in certificated form along with balance certificates in respect of non-tendered shares.
The Company announces that it has been notified that the Directors have tendered their Basic Entitlements and a separate PDMR dealing announcement will be made in due course.
Related Party Transaction
The Company understands that Harwood Capital (the “Substantial Shareholder”), a substantial shareholder in the Company as defined by the AIM Rules, has tendered at least its Basic Entitlement in the Tender Offer.
The participation in the Tender Offer by the Substantial Shareholder at not less than its Basic Entitlement is deemed to constitute a related party transaction under AIM Rule 13.
The independent Directors (being Ian Johnson, Garry Watts, Jonathan Emms, Sarah Duncan, Robert Naylor and Sharon Curran), having consulted with the Company’s nominated adviser, Singer Capital Markets, confirm that they consider that the terms of such participation are fair and reasonable insofar as Shareholders are concerned.
Total Voting Rights
As detailed in the Circular, all the Ordinary Shares that were tendered will be cancelled.
Following the conclusion of the Tender Offer, the Company will have 405,241,313 Ordinary Shares in issue, each carrying one voting right. No Ordinary Shares are held in treasury.
This figure of 405,241,313 may be used by the Company’s shareholders as the denominator in the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular.
Enquiries:
For more information, please visit www.niox.com, or contact:
NIOX Group plc
Jonathan Emms, Chief Executive Officer
Sarah Duncan, Chief Financial Officer
+44 (0) 3303 309 356
Singer Capital Markets (Nominated Adviser and Broker)
Jen Boorer / James Fischer / Patrick Weaver
+44 (0) 20 7496 3000
Singer Capital Markets Securities Limited (“Singer Capital Markets”), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company and no-one else as financial adviser and broker in connection with the Tender Offer and Singer Capital Markets, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any person other than the Company for providing the protections afforded to their clients, or for providing advice in relation to the Tender Offer or any other matters or arrangements referred to or contained in this Announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.ENDRTEFEWSIEEMSEES
