REG - Pinewood Tech Gp PLC - Rule 2.9 Announcement

Pinewood TechnologiesAnnouncement

12/02/2026 12:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260212:nRSL8147Sa&default-theme=true

RNS Number : 8147S  Pinewood Technologies Group PLC  12 February 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.

 

FOR IMMEDIATE RELEASE

 

 

 

12 February 2026

 

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

 

Rule 2.9 Announcement

 

In accordance with Rule 2.9 of the Code, Pinewood.AI confirms that, as at
close of business on 11 February 2026, it had in issue 115,099,977 ordinary
shares of £1.00 each. The Company holds no shares in treasury. The total
number of shares having voting rights in the Company is therefore 115,099,977.
The ISIN reference number for these securities is GB00BSB7BS06 and the
Company's LEI number is 213800VRSPZFOGMMIS18.

In addition, the Company has in issue 6,098,093 warrants over a maximum of
6,098,093 new ordinary shares of £1.00 each, which are exercisable at a
strike price of 330.0 pence per ordinary share, in certain tranches. The
subscription rights in respect of those warrants may be exercised on a
cashless basis and are subject to adjustment in the event of the occurrence of
customary adjustment events. All outstanding warrants may be exercised
(whether or not the exercise period has then commenced) in the event of a
takeover of the Company, whether implemented by way of a contractual offer or
a statutory scheme of arrangement.

 

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.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.

Disclosure Requirements

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 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

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTTUUOURNOUUAAR



            Copyright 2019 Regulatory News Service, all rights reserved