REG - Pinewood Tech Gp PLC - Response to Press Speculation

Pinewood TechnologiesAnnouncement

29/01/2026 18:45

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RNS Number : 9973Q  Pinewood Technologies Group PLC  29 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

 

 

29 January 2026

 

Pinewood Technologies Group PLC ("Pinewood.AI" or the "Company")

 

Response to Press Speculation

 

The Board of Pinewood.AI notes the recent press speculation regarding
Pinewood.AI and confirms that it has entered into discussions with Apax
Partners LLP ("Apax") regarding a possible cash offer of 500 pence per share
for the entire issued and to be issued share capital of Pinewood.AI (the
"Possible Offer") by Apax. As an alternative to receiving cash, the Possible
Offer will include an unlisted partial share alternative.

 

This Possible Offer follows a number of earlier approaches from Apax to the
Board regarding a possible cash offer for Pinewood.AI.

 

Having carefully considered the terms of the Possible Offer together with its
advisers, the Board of Pinewood.AI has concluded that the Possible Offer is at
a value that it would be minded to recommend to Pinewood.AI shareholders
should a firm intention to make an offer pursuant to Rule 2.7 of the Code be
announced on such financial terms, subject to agreement of all other terms and
conditions of an offer and completion by Apax of confirmatory due diligence.

 

There can be no certainty that any firm offer will be made. A further
announcement will be made if and when appropriate.

 

In accordance with Rule 2.6(a) of the Code, Apax is required, by not later
than 5.00 p.m. (London time) on 26 February 2026, to do one of the following:
(i) announce a firm intention to make an offer for Pinewood.AI in accordance
with Rule 2.7 of the Code ; or (ii) announce that it does not intend to make
an offer for Pinewood.AI, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can only be
extended with the consent of the Panel on Takeovers and Mergers in accordance
with Rule 2.6(c) of the Code.

 

In accordance with Rule 2.5(a) of the Code, Apax reserves the right to
introduce other forms of consideration and/or vary the mix or composition of
consideration of any offer. In addition, Apax reserves the right to make an
offer for Pinewood.AI at a lower value or on less favourable terms than the
Possible Offer: (i) with the agreement or recommendation of the Board of
Pinewood.AI; (ii) if a third party announces a firm intention to make an offer
for Pinewood.AI which, at that date, is of a value less than the value of the
Possible Offer; or (iii) following the announcement by Pinewood.AI of a Rule 9
waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover
(as defined in the Code). If Pinewood.AI declares, makes or pays any dividend
or distribution or other return of value or payment to its shareholders, Apax
reserves the right to make an equivalent reduction to the Possible Offer.

 

This announcement has been made with the consent of Apax.

 

The person responsible for arranging release of this announcement on behalf of
the Company is Oliver Mann, Chief Financial Officer.

 

Enquiries:

 

 Jefferies International Limited (Financial Adviser to Pinewood.AI)  +44 (0)20 7029 8000
 Philip Noblet
 Thomas Bective
 Harry Spooner
 Ellie McDonald

 

About Pinewood Technologies Group PLC

Established in 1981, Pinewood Technologies Group PLC (Pinewood.AI) is a
leading cloud-based full-service technology provider to automotive retailers
and OEMs. Pinewood.AI's system is a market-leading automotive intelligence
platform, which has been developed collaboratively with dealers and OEMs to
provide secure software across sales, aftersales, accounting and CRM. With
headquarters located in the UK and North America, Pinewood.AI serves a global
user base spanning 36 countries and has long-standing partnerships with over
50 OEM brands.

Previously part of Pendragon PLC, in 2024 Pinewood.AI became an independent
entity following the sale of Pendragon's UK Motor and Leasing divisions to
Lithia Motors Inc, one of the largest automotive retailers in North America.
In February 2025, Pinewood Technologies Group PLC acquired Seez, an automotive
AI & ML SaaS platform. LON: PINE, OTCQX: PINWF

Important Notices

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Pinewood Technologies Group PLC ("Pinewood.AI") and no one
else in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Pinewood.AI for
providing the protections afforded to clients of Jefferies nor for providing
advice in relation to any matter referred to in this announcement. Neither
Jefferies nor any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Jefferies in
connection with this announcement, any statement contained herein or
otherwise.

This announcement is not intended to, and does not, constitute an offer to
sell, or the solicitation of an offer to subscribe to buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

The information disclosed in this announcement may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of the
United Kingdom.

This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018). Upon publication
of this announcement, this inside information will be considered to be in the
public domain.

Disclosure Requirements

In accordance with Rule 2.4(c)(iii) of the Code, Apax confirms that it is not
aware of any dealings in Pinewood.AI shares that would require a minimum
level, or particular form, of consideration that it would be obliged to offer
under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been
practicable for Apax to make enquiries of all persons presumed to be acting in
concert with it prior to this announcement in order to confirm whether any
details are required to be disclosed under Rule 2.4(c)(iii). To the extent
that any such details are identified following such enquiries, Apax will make
an announcement disclosing such details as soon as practicable, and in any
event by no later than the time it is required to make its Opening Position
Disclosure under Rule 8.1 of the Code.

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of: (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm on the 10th
Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of: (i) the offeree
company and (ii) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror, and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Takeover Panel's Market Surveillance
Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Pinewood.AI confirms that, as at
close of business on 29 January 2026, it had in issue 115,099,977 ordinary
shares of £1.00 each. The ISIN reference number for these securities is
GB00BSB7BS06.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on Pinewood.AI's website (www.pinewood.ai) by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of the website referred to in this announcement is not incorporated
into, and does not form part of, this announcement.

END

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