REG - Strix Group PLC - Proposed Tender Offer

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RNS Number : 7167Z  Strix Group PLC  09 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER RESTRICTED
JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

9 April 2026

 

Strix Group plc

 

("Strix", the "Group" or the "Company")

 

Proposed return of up to £10 million to Shareholders by way of a tender offer

and

Notice of General Meeting

 

Strix Group plc (AIM:KETL), the global leader in the design, manufacture and
supply of kettle safety controls and other components and devices involving
water heating and temperature control, steam management and water filtration,
is pleased to announce the launch of the proposed return of capital up to £10
million (the "Capital Return") to Shareholders by way of a tender offer (the
"Tender Offer").

Tender Offer highlights

·     The Tender Offer will return up to £10 million to Eligible
Shareholders at a Tender Price of 43 pence per Ordinary Share, representing a
premium of 10.5 per cent. to the closing price of 38.9 pence per Ordinary
Share on 8 April 2026 (being the Latest Practicable Date).

·     The Tender Offer will represent up to approximately 10.1 per cent. of
the Company's issued Ordinary Share capital as at the Latest Practicable Date
.

·     The Tender Offer is conditional on, amongst other things, the
Company being in receipt of valid tenders in respect of at least 5,813,953
Ordinary Shares and the approval of the Resolution (as defined below) by
Shareholders.

The Tender Offer will open on 10 April 2026 (unless such date is altered), and
tenders submitted before that date will not be accepted. The Tender Offer will
close at 1.00 p.m. on 30 April 2026, and tenders received after that time will
not be accepted (unless the Closing Date is extended).

Background to and reasons for the Tender Offer

In September 2025, the Board announced its intention to implement an
accelerated debt reduction programme, in response to a marked slowdown in the
Controls division and a more challenging macroeconomic backdrop, including
inflationary pressures on commodity prices. This programme was designed to
enhance working capital efficiency, maintain access to cost-effective funding
and position the Group for a successful future refinance.

Subsequently, in Q425, the Board received an unsolicited offer for the Group's
Billi division, valuing the business at an aggregate consideration of £110.0
million. Following careful evaluation, the Board concluded that the offer
represented an attractive opportunity to realise value, delivering an absolute
return of c.3x on the Group's original investment. The disposal was therefore
deemed to be the optimal route to accelerate deleveraging, materially
strengthen the balance sheet and remove reliance on future debt funding.

Completion of the disposal of Billi was announced on 30 January 2026,
generating net proceeds (after estimated closing adjustments) of c.£105
million. The transaction represented a significant inflection point for the
Group, resulting in a strong net cash position of c.£35 million at completion
and providing a robust financial platform for the Group's next phase of
development.

Following completion, the Group prioritised balance sheet optimisation,
utilising the net proceeds to  repay its existing multi-bank debt facilities,
whilst retaining access to a £25 million undrawn revolving credit facility
which provides additional liquidity and financial flexibility.  As a result,
annual net interest costs are expected to reduce significantly to below £1
million (CY25: c.£7.5 million), enhancing cash flow generation and supporting
future capital allocation initiatives.

On 4 February 2026, the Group also commenced a £10 million share buyback
programme. To date, 8,357,417 Ordinary Shares have been purchased under that
programme for an aggregate consideration of c.£3.4 million, at an average
price of c.41.2 pence per share. This programme reflects the Board's ongoing
commitment to enhancing shareholder returns. The Company has paused the
Buyback Programme until after completion of the Tender Offer.

In addition to the current share buyback programme, the Board has reviewed the
various options for returning capital to Shareholders, as well as noting the
share price development, and concluded that the Tender Offer represents the
most appropriate and efficient mechanism, enabling all eligible shareholders
(excluding those in restricted jurisdictions) to participate on an equitable
basis.

The Company will announce a full capital allocation framework (which will
include strategic investment growth opportunities)  later in the year as part
of a wider strategic update.

General Meeting

The Company will require authority from Shareholders to purchase Ordinary
Shares in connection with the Tender Offer and is convening  a General
Meeting to be held at the offices of the Company at Forrest House, Ronaldsway,
Isle of Man, IM9 2RG, at 9.00 a.m. on 30 April 2026 (the "General Meeting")
for the purposes of seeking approval of a special resolution to grant
authority to the Company to make purchases of Ordinary Shares (the
"Resolution"). Whether or not Shareholders intend to attend the General
Meeting, Shareholders are encouraged to appoint a proxy to vote on the
Resolution as soon as possible in the manner set out in the Circular (as
defined further below).

A shareholder circular (the "Circular"), containing the full terms and
conditions of the Tender Offer, instructions to Eligible Shareholders on how
to tender their Ordinary Shares and a notice convening the General Meeting,
will be despatched to Shareholders today.

The Circular will also be available on the Company's website at
https://strix.com/documents-reports.html.

A summary of the key terms of the Tender Offer is included later in this
announcement under the heading "Additional Information".

This announcement should be read in conjunction with the full text of the
Circular. Certain capitalised terms used in this announcement have the
meanings given to them in the Circular.

 

For further enquiries, please contact:

 Strix Group Plc                                         +44 (0) 1624 829829
 Gary Lamb, Chairman

 Mark Bartlett, CEO

 Clare Foster, CFO

 Zeus (Nominated Advisor and Joint Broker)               +44 (0) 20 3829 5000
 Jordan Warburton / Louisa Waddell (Investment Banking)

 Dominic King (Corporate Broking)

 Stifel Nicolaus Europe Limited (Joint Broker)           +44 (0) 20 7710 7600
 Matthew Blawat / Francis North

 Gracechurch Group (Financial PR and IR)                 +44 (0) 204 582 3500
 Heather Armstrong / Claire Norbury

The information contained within this announcement is considered by Strix to
constitute inside information as stipulated under 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). On the publication of this announcement
via a Regulatory Information Service, such information is now considered to be
in the public domain.

 

The person responsible for arranging release of this announcement on behalf of
the Company is Mark Bartlett, Chief Executive Officer.

 

Notice to holders in the United States and other Restricted Jurisdictions

 

The Tender Offer is not being made in the United States and is not being made,
directly or indirectly, in or into, or by use of the mails, any means or
instrumentality (including, without limitation, facsimile transmission, email,
other electronic transmission or telephone) of interstate or foreign commerce
or any facility of a national, state or other securities exchange, of the
United States, Australia, Canada, Japan, New Zealand, South Africa, or any
other jurisdiction where the transmittal of documents into or inside such
jurisdiction would constitute a violation of the laws of such jurisdiction
(each a "Restricted Jurisdiction"), and the Tender Offer cannot be accepted by
any such use, means, instrumentality, facility or otherwise from within the
United States or any other Restricted Jurisdiction. Any purported tender of
securities resulting directly or indirectly from a breach or violation of
these restrictions (including any tender form received in an envelope
postmarked in the United States or any other Restricted Jurisdiction or
otherwise appearing to the Receiving Agent to have been sent from the United
States or any other Restricted Jurisdiction) will be invalid and will not be
accepted. No document concerning the Tender Offer may be sent, communicated,
distributed or submitted directly or indirectly in the United States or any
other Restricted Jurisdiction.

 

No holder of the Company's shares will be able to tender its securities into
the Tender Offer if such holder cannot represent, amongst other things, that
(i) it is accepting the Tender Offer from outside the United States and any
other Restricted Jurisdiction, (ii) it has not received or sent copies or
originals of the documents relating to the Tender Offer in, into or from the
United States or any other Restricted Jurisdiction and has not otherwise
utilised in connection with the Tender Offer, directly or indirectly, the
mails of, or any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone and e-mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the
United States or any other Restricted Jurisdiction and (iii) it is not an
agent or fiduciary acting on a non-discretionary basis for a principal, unless
such agent or fiduciary is an authorised employee of such principal or such
principal has given all instructions with respect to the Tender Offer from
outside the United States or any other Restricted Jurisdiction.

 

For the purposes of this section, "United States" means the United States of
America, its territories and possessions, any state of the United States and
the District of Columbia.

 

Information on Strix

Founded in 1982, Isle of Man based Strix is a global leader in the design,
manufacture and supply of kettle safety controls and other components and
devices involving water heating and temperature control, steam management and
water filtration.

 

Strix has built up market leading capability and know-how, expanding into
complementary products and technologies. The Group's brands include Aqua
Optima and LAICA providing our customers with market leading water solutions
on a global basis.

 

Strix is quoted on the AIM Market of the London Stock Exchange (AIM: KETL).

 

EXPECTED TIMETABLE FOR PRINCIPAL EVENTS(1, 2)

 

 Announcement of Tender Offer                                                   9 April 2026
 Publication and posting of Circular and Tender Form                            9 April 2026
 Tender Offer opens                                                             10 April 2026
 Latest time and date for receipt of Forms of Proxy for the General Meeting     9.00 a.m. on 28 April 2026
 Voting Record Time                                                             6.00 p.m. on 28 April 2026
 General Meeting                                                                30 April 2026
 Announcement of results of the General Meeting                                 30 April 2026
 Latest time and date for receipt of Tender Forms and settlement of TTE         1.00 p.m. on 30 April 2026
 Instructions (i.e. Closing Date of the Tender Offer)(3)
 Record Date for the Tender Offer                                               6.00 p.m. on 30 April 2026
 Announcement of the result of the Tender Offer                                 5 May 2026
 Expected purchase of Ordinary Shares under the Tender Offer and completion of  14 May 2026
 the repurchase of Ordinary Shares from Zeus
 CREST accounts credited with unsuccessfully tendered Ordinary Shares           14 May 2026
 CREST accounts credited with Tender Offer proceeds                             14 May 2026
 Despatch of cheques for Tender Offer proceeds in respect of successfully       14 May 2026
 tendered certificated Ordinary Shares and despatch of balancing share
 certificates in respect of unsold certificated Ordinary Shares

Notes

1.     All references to times throughout this Announcement are to London
time.

2.    If any of the above times and/or dates change, the revised times
and/or dates will be notified by the Company by an announcement through a
Regulatory Information Service.

3.    This date may be extended in accordance with the terms and conditions
of the Tender Offer set out in Part V of the Circular.

4.    All events in the above timetable following the General Meeting that
relate to the Tender Offer are conditional, inter alia, upon the approval of
the Resolution. The Resolution requires the approval of not less than 75 per
cent. of the votes cast by Shareholders in person or by proxy at the General
Meeting. It should be noted that non-binding Letters of Intent to vote in
favour of the Resolution have been received from Shareholders holding, in
aggregate, 20.8 per cent. of the issued share capital of the Company. See
paragraph 5 of Part IV of the Circular for further details.

5.   Subject to and following the Tender Offer becoming unconditional,
settlement of the consideration to which any Eligible Shareholder is entitled
pursuant to valid tenders accepted by Zeus will be made within 14 days of the
Closing Date.

 

ADDITIONAL INFORMATION

Details of the Tender Offer

The Tender Offer is being made, on behalf of the Company by Zeus (acting as
principal and not as agent, nominee or trustee), to all Eligible Shareholders.
For legal and regulatory reasons, the Company is unable to make the
opportunity to participate in the Tender Offer available to Shareholders who
are resident in the Restricted Jurisdictions. Full details of the Tender
Offer, including the terms and conditions on which it is being made, are set
out in Part V of the Circular and in the Tender Form (as applicable).

Zeus (acting as principal and not as agent, nominee or trustee) will acquire
Ordinary Shares from Eligible Shareholders up to a value of £10 million. At
the Tender Price of 43 pence per Ordinary Share, this equates to a maximum of
23,255,813 Ordinary Shares, representing approximately 10.1 per cent. of the
Company's current issued share capital at the Latest Practicable Date.

The Tender Price of 43 pence per Ordinary Share represents a premium of 10.5
per cent. to the closing price of 38.9 pence per Ordinary Share on the Latest
Practicable Date.

All Eligible Shareholders who are on the Register at 6.00 p.m. on 28 April
2026 are entitled, but not required, to tender some or all of their Ordinary
Shares for purchase by Zeus (acting as principal and not as agent, nominee or
trustee) pursuant to the terms and conditions set out in the Circular. Each
Eligible Shareholder will have a Basic Entitlement to tender Ordinary Shares,
being approximately 10.1 per cent. of the Ordinary Shares held by them at the
Record Date (rounded down to the nearest whole number). Because the Basic
Entitlement is calculated by reference to each Eligible Shareholder's holding
at the Record Date, the exact number of Ordinary Shares comprising each
Eligible Shareholder's Basic Entitlement will not be known until after the
Record Date.

Eligible Shareholders may tender Ordinary Shares up to and including their
Basic Entitlement, or may tender a greater number of Ordinary Shares if they
wish. Following the Record Date, the Company and the Receiving Agent will
calculate each Eligible Shareholder's Basic Entitlement and determine whether
the number of Ordinary Shares tendered by that Eligible Shareholder falls
within, equals, or exceeds their Basic Entitlement. Tenders up to and
including an Eligible Shareholder's Basic Entitlement will be satisfied in
full (subject to valid tender). Any Ordinary Shares tendered in excess of an
Eligible Shareholder's Basic Entitlement (an "Excess Entitlement") will only
be satisfied to the extent that other Eligible Shareholders have tendered less
than their Basic Entitlement. To the extent that Excess Entitlement tenders
cannot be satisfied in full, such tenders will be scaled back on a pro rata
basis among those Eligible Shareholders who have tendered an Excess
Entitlement, at the discretion of Zeus and the Company.

Eligible Shareholders are not obliged to tender any Ordinary Shares if they do
not wish to do so. If no action is taken by Eligible Shareholders, there will
be no change to the number of Ordinary Shares that they hold and they will
receive no cash as a result of the Tender Offer.

The total number of Ordinary Shares tendered by any Eligible Shareholder must
not exceed the total number of Ordinary Shares registered in the name of that
Eligible Shareholder at the Record Date. Once made, any tender of Ordinary
Shares will be irrevocable.

The Tender Offer will open on 10 April 2026 (unless such date is altered), and
tenders submitted before that date will not be accepted. The Tender Offer will
close at 1.00 p.m. on 30 April 2026, and tenders received after that time will
not be accepted (unless the Closing Date is extended).

If the aggregate number of Ordinary Shares validly tendered by Eligible
Shareholders is equal to or less than 23,255,813 Ordinary Shares (being the
maximum number of Ordinary Shares to be purchased pursuant to the Tender
Offer), then all Ordinary Shares validly tendered will be accepted and
purchased at the Tender Price. If the aggregate number of Ordinary Shares
validly tendered exceeds 23,255,813Ordinary Shares, tenders will be satisfied
as follows: (i) all Ordinary Shares validly tendered up to and including an
Eligible Shareholder's Basic Entitlement will be accepted and purchased in
full at the Tender Price; and (ii) Ordinary Shares validly tendered by
Eligible Shareholders in excess of their Basic Entitlement will be accepted
and purchased only to the extent that there are Ordinary Shares available for
purchase as a result of other Eligible Shareholders not having tendered their
full Basic Entitlement, with such excess tenders being scaled back on a pro
rata basis among those Eligible Shareholders who have tendered in excess of
their Basic Entitlement, at the discretion of Zeus and the Company.

The maximum cost to the Company from the Tender Offer will be £10 million
(before expenses). This will be funded from the cash balances of the Company.
No borrowings will be incurred by the Company in respect of any repurchase of
Ordinary Shares pursuant to the Repurchase Agreement.

Conditionality

There is no guarantee that any Ordinary Shares will be acquired pursuant to
the Tender Offer. The Tender Offer is conditional on the passing of the
Resolution at the General Meeting and the other Tender Conditions specified in
Part V of the Circular. As mentioned above, non-binding Letters of Intent to
vote in favour of the Resolution have been received from certain Shareholders.

The Tender Offer is also conditional on receipt of valid tenders in respect of
at least  5,813,953 Ordinary Shares (representing approximately 2.5 per cent.
of the Company's issued Ordinary Share capital as at the Latest Practicable
Date) by the Closing Date and there continuing to be valid tenders in respect
of at least such number of Ordinary Shares, and the Tender Offer not having
been terminated in accordance with its terms and the Company having confirmed
to Zeus that it will not exercise its right to require Zeus not to proceed
with the Tender Offer.

The Board has reserved the right, at any time prior to the Tender Offer
becoming unconditional, to require Zeus not to proceed with the Tender Offer
if the Board concludes that the implementation of the Tender Offer is no
longer in the best interests of the Company and/or Shareholders as a whole.
The Board has also reserved the right, at any time prior to the announcement
of the results of the Tender Offer, with the prior consent of Zeus, to revise
the aggregate value of the Tender Offer (subject, however, to the aggregate
value not exceeding £10 million), or to extend the period during which the
Tender Offer is open, based on market conditions and/or other factors, subject
to compliance with applicable legal and regulatory requirements.

Action to be taken by Eligible Shareholders

The Tender Form to be completed by Eligible Shareholders who hold their
Ordinary Shares in certificated form contains a box to enable those
Shareholders to specify the total number of Ordinary Shares that they wish to
tender. If a Shareholder executes and returns a Tender Form (by signing Box 2)
but does not insert an 'X' or a number in Box 1b of the Tender Form, that
Shareholder will be deemed to have tendered their Basic Entitlement.

Eligible Shareholders who hold their Ordinary Shares in uncertificated form
and who wish to tender their Ordinary Shares should send a TTE Instruction
through CREST to the member account, further details of which are set out in
Part VII of the Circular specifying the total number of Ordinary Shares that
they wish to tender.

All successfully tendered Ordinary Shares purchased by Zeus (acting as
principal and not as agent, nominee or trustee) will be repurchased from Zeus
by the Company under the terms of the Repurchase Agreement.

Buyback Programme

Pursuant to the Buyback Programme, as at the Latest Practicable Date, the
Company had bought back  8,357,417 Ordinary Shares from Shareholders for a
total gross purchase consideration of £3,444,318. Those purchases were made
pursuant to the AGM Authority. The Company has paused the Buyback Programme
until after completion of the Tender Offer, with approximately £6.6 million
remaining available to satisfy purchases of Ordinary Shares made in accordance
with the AGM Authority.

Separate shareholder authority to make market purchases in connection with the
Tender Offer is being sought by way of the Resolution which will be proposed
at the General Meeting.

Shareholders should note that the authority being sought for the Tender Offer
pursuant to the Resolution is in addition to, and not in substitution for, the
authority provided pursuant to the AGM Authority. However the authority being
sought for the Tender Offer pursuant to the Resolution will be specific to
that purpose. Accordingly, if there is insufficient take-up under the Tender
Offer after taking into account tenders pursuant to the Basic Entitlement and
any Excess Entitlements, the total capital returned to Shareholders under the
Buyback Programme and the Tender Offer combined will be less than £20 million
in aggregate.

Taxation

Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. Summary details of certain UK taxation considerations are set
out in Part VIII of the Circular.

Shareholders are strongly advised to obtain independent tax advice regarding
their own tax position. Shareholders who are in any doubt as to their tax
position or who are subject to tax in a jurisdiction other than the United
Kingdom should consult an appropriate professional adviser.

Advantages and Disadvantages of the Tender Offer

Advantages of the Tender Offer

The Directors believe that making the Tender Offer on the terms set out in the
Circular is in the interests of Shareholders as a whole because:

·    the Tender Offer provides an opportunity for those Shareholders who
wish to realise some or all of their investment in the Company to receive
cash;

·     the Tender Offer is being conducted at a premium to the prevailing
share price as at the Latest Practicable Date;

·     the Tender Offer is available to all Eligible Shareholders regardless
of the size of their holdings;

·   the Tender Offer permits Shareholders who wish to retain their current
investment in the Company and their Ordinary Shares to do so, as no
Shareholder is required to participate in the Tender Offer; and

·   the Tender Offer enables Ordinary Shares to be sold free of commissions
or dealing charges that would otherwise be payable if Shareholders were to
sell their Ordinary Shares through their broker.

Disadvantages of the Tender Offer

In considering the Tender Offer, the Directors believe Shareholders should
have regard to the following disadvantages that they may experience if they
opt to accept the Tender Offer or if they opt to retain their Ordinary Shares
and not accept the Tender Offer (as applicable):

·    in order to pay the consideration to which Shareholders are entitled
pursuant to valid tenders of Ordinary Shares accepted by Zeus (and which the
Company will then be obliged to repurchase from Zeus), the Company will use a
significant amount of its available cash which will then be unavailable for
deployment in the Company's operations or for other purposes;

·     the market price of the Ordinary Shares may change during the course
of the period that the Tender Offer is open. Therefore, there can be no
certainty as to whether the Tender Price will be greater or less than the
price at which the Ordinary Shares could be sold in the market at any time;

·    Shareholders tendering Ordinary Shares under the Tender Offer will
receive the Tender Price, which may be less than the price at which they
bought their Ordinary Shares; and

·    Tender Forms and TTE Instructions, once submitted, are irrevocable.
The price of the Ordinary Shares may rise or fall following submission of a
Tender Form or TTE Instruction. After settlement of a TTE Instruction, the
Shareholder will not be able to access the Ordinary Shares concerned in CREST
for any transaction or charging purposes.

Overseas Shareholders

The attention of Shareholders who are resident in, or a citizen of, a
jurisdiction outside of the United Kingdom and the Isle of Man (Overseas
Shareholders) is drawn to section 10 Part V of the Circular.

General Meeting

Implementation of the Tender Offer requires the approval of the Resolution by
Shareholders at a general meeting of the Company.

Accordingly, a Notice of General Meeting is set out at the end of the Circular
convening the General Meeting to be held at the offices of the Company at
Forrest House, Ronaldsway, Isle of Man, IM9 2RG at 9.00 a.m. on 30 April 2026.

The Resolution will be proposed at the General Meeting as a special
resolution, the passing of which requires not less than 75 per cent. of the
votes cast (whether in person or by proxy) to be in favour.

The Resolution seeks authority to make market purchases of Ordinary Shares in
connection with the Tender Offer. The Resolution specifies the maximum number
of Ordinary Shares which may be acquired, and the fixed price at which
Ordinary Shares may be acquired, pursuant to this authority. The authority
sought will expire on 31 July 2026 at the conclusion of the Company's next
annual general meeting to be held.

Actions to be taken at the General Meeting

Set out at the end of the Circular you will find a notice convening a General
Meeting to be held at the offices of the Company at Forrest House, Ronaldsway,
Isle of Man, IM9 2RG at 9.00 a.m. on 30 April 2026 to consider and, if thought
fit, approve the Resolution.

Shareholders may appoint a proxy online via the Investor Centre app or by
accessing the web browser at https://uk.investorcentre.mpms.mufg.com/. In
order to appoint a proxy using the Website, Shareholders will need to log into
their Investor Centre account, or register if they have not previously done
so. To register, Shareholders will need to identify themselves with their
Investor Code which is detailed on their share certificate or available from
the Company's Registrars, MUFG Corporate Markets, on Tel: 0371 664 0321 or by
emailing shareholderenquiries@cm.mpms.mufg.com. Shareholders who prefer to use
a hard copy Form of Proxy may request one from MUFG Corporate Markets using
the contact details above. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Lines are open between 9.00 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and Wales. MUFG
Corporate Markets cannot provide advice on the merits of the Tender Offer or
the Resolution and cannot give any financial, legal or tax advice.

Whether or not Shareholders intend to be present at the General Meeting, they
are requested to appoint a proxy and submit their proxy appointment in
accordance with the instructions set out in the Notice of General Meeting as
soon as possible and, in any event, so as to be received by the Company's
registrars, MUFG Corporate Markets, not later than 48 hours (excluding
non-working days) before the General Meeting is scheduled to begin, meaning it
should be returned by 9.00a.m. on 28 April 2026. The completion and return of
a proxy appointment will not preclude the Shareholders from attending the
General Meeting and voting in person should they so wish.

If you wish to participate in the Tender Offer

If you are an Eligible Shareholder and hold your Ordinary Shares in
certificated form and you wish to tender some or all of your Ordinary Shares,
you should complete the Tender Form in accordance with the instructions
printed on it and in Part V of the Circular and return it by post in the
accompanying reply-paid envelope (for use in the UK only) to MUFG Corporate
Markets, together with your share certificate(s) in respect of the Ordinary
Shares tendered.

If you are an Eligible Shareholder and hold your Ordinary Shares in
uncertificated form and you wish to tender some or all of your Ordinary
Shares, you should send a TTE Instruction and follow the procedures set out in
Part VII of the Circular in respect of tendering uncertificated Ordinary
Shares.

Shareholders who do not wish to participate in the Tender Offer should not
complete the Tender Form and should not make or arrange for a TTE Instruction.

If you have any questions about the procedure for tendering Ordinary Shares or
making a TTE Instruction, you require extra copies of the Circular or the
Tender Form or you want help filling in the Tender Form, please telephone the
Shareholder Helpline on 0371 664 0321. Lines are open from 9.00 a.m. to 5.30
p.m. (London time) Monday to Friday (except public holidays in England and
Wales). Please note that calls to these numbers may be monitored or recorded
for security and training purposes.

Please note that for legal reasons the Shareholder Helpline will only be able
to provide information contained in the Circular and the accompanying Tender
Form and will be unable to give advice on the merits of the Tender Offer or to
provide financial, investment or taxation advice.

You are advised to read all the information contained in the Circular before
deciding on the course of action you will take in respect of the General
Meeting and the Tender Offer.

The results of the General Meeting will be announced through a Regulatory
Information Service and the Company's website as soon as possible once known.
It is expected that this will be on 30 April 2026.

Board intentions to tender Ordinary Shares

The Directors have indicated that they do not intend to tender their Ordinary
Shares (or any part thereof) under the Tender Offer.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the
Resolution as the Directors intend to do in respect of their own beneficial
holdings of Ordinary Shares, amounting in aggregate to 3,291,314 Ordinary
Shares (representing approximately 1.4 per cent. of the issued share capital
of the Company as at the Latest Practicable Date).

Shareholders should note that if they vote in favour of the Resolution at the
General Meeting, they are not obliged to participate in the Tender Offer. The
Directors are not making any recommendation to Eligible Shareholders as to
whether or not they should tender their Ordinary Shares in the Tender Offer.
Shareholders should consider whether the Ordinary Shares remain a suitable
investment in light of their own personal circumstances and investment
objectives as well as the financial performance and future prospects of the
Group, noting the non-exhaustive list of risks that the Company is subject to,
and the advantages and disadvantages of tendering Ordinary Shares under the
Tender Offer outlined above.

If Eligible Shareholders are in any doubt as to what action they should take,
they should seek their own independent professional advice.

DEFINITIONS

 

The following definitions apply in this Announcement unless the context
otherwise requires:

 

 "AGM Authority"                               the authority to purchase its own Ordinary Shares granted to the Company
                                               pursuant to a special resolution passed at the Company's annual general
                                               meeting held on 10 July 2025

 "AIM"                                         the AIM market operated by London Stock Exchange

 "AIM Rules"                                   the AIM Rules for Companies, as published by London Stock Exchange from time
                                               to time

 "Basic Entitlement"                           in respect of each Eligible Shareholder, their pro rata entitlement to tender
                                               Ordinary Shares for purchase pursuant to the Tender Offer, being approximately
                                               10.1 per cent. of the Ordinary Shares registered in that Eligible
                                               Shareholder's name at the Record Date (rounded down to the nearest whole
                                               number), calculated by the Company and the Receiving Agent following the
                                               Record Date by reference to the maximum number of Ordinary Shares to be
                                               purchased pursuant to the Tender Offer and that Eligible Shareholder's
                                               proportionate shareholding at the Record Date

 "Board" or "Directors"                        the board of Directors of the Company from time to time

 "Buyback Programme"                           the £10.0 million buyback programme launched by the Company on 4 February
                                               2026

 "certificated"                                in relation to a share or other security, a share or other security that is
                                               not in uncertificated form, that is not in CREST, and "in certificated form"
                                               shall be construed accordingly

 "Circular"                                    a shareholder circular, containing the full terms and conditions of the Tender
                                               Offer, instructions to Eligible Shareholders on how to tender their Ordinary
                                               Shares and a notice convening the General Meeting, to be despatched to
                                               Shareholders on or around the date of this Announcement

 "Closing Date"                                the latest time and date for receipt of Tender Forms and settlement of TTE
                                               Instructions, being 1.00 p.m. on 30 April 2026, or such other date as may be
                                               notified through a Regulatory Information Service in accordance with the terms
                                               of the Tender Offer

 "Company"                                     Strix Group plc, a company incorporated in the Isle of Man under the IoM
                                               Companies Act with registered number 014963V

 "Conditions"                                  has the meaning given in section 2 of Part V of the Circular

 "CREST"                                       the relevant system (as defined in the CREST Regulations) in respect of which
                                               Euroclear is the operator (as defined in the CREST Regulations)

 "CREST Manual"                                the rules governing the operation of CREST, as published by Euroclear

 "CREST participant"                           a person who is, in relation to CREST, a system participant (as defined in the
                                               CREST Regulations)

 "CREST Regulations"                           the Isle of Man Uncertificated Securities Regulations 2006, as amended

 "CREST sponsor"                               a CREST participant admitted to CREST as a CREST sponsor

 "Euroclear"                                   Euroclear UK & International Limited, the operator of CREST

 "Eligible Shareholder"                        Shareholders who are entitled to participate in the Tender Offer, being those
                                               who are on the Register on the Record Date and excluding those with registered
                                               addresses in a Restricted Jurisdiction

 "Excess Entitlement"                          Ordinary Shares tendered by an Eligible Shareholder in excess of their Basic
                                               Entitlement

 "Form of Proxy"                               the online or hard copy form of proxy for use by Shareholders in connection
                                               with the General Meeting, available via the Investor Centre app or web browser
                                               as described in the Circular, or as a hard copy on request from the Company's
                                               Registrars

 "General Meeting"                             the general meeting of the Company convened for 9.00 a.m. on 30 April 2026
                                               (including any adjournment thereof) at which the Resolution will be proposed,
                                               notice of which is set out in Part XI of the Circular

 "Group"                                       the Company, its subsidiaries and its subsidiary undertakings from time to
                                               time

 "IoM Companies Act"                           Isle of Man Companies Act 2006

 "Latest Practicable Date"                     8 April 2026

 "Letters of Intent"                           the non-binding letters of intent received from certain shareholders
                                               indicating their intention to vote (or to procure that the relevant registered
                                               holder(s) vote) in favour of the Resolution in respect of their in aggregate
                                               47,850,950 Ordinary Shares, details of which are set out in paragraph 5 of
                                               Part IV of this Circular

 "London Stock Exchange"                       London Stock Exchange plc

 "MUFG Corporate Markets" or "Registrar"       MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL

 "Notice of General Meeting"                   the notice of General Meeting set out in Part XI of the Circular

 "Ordinary Shares"                             the ordinary shares of £0.01 each in the share capital of the Company

 "Overseas Shareholders"                       Shareholders who are resident in, or a citizen of, a jurisdiction outside of
                                               the United Kingdom  and the Isle of Man

 "Receiving Agent"                             MUFG Corporate Markets, Corporate Actions Central Square, 29 Wellington
                                               Street, Leeds, LS1 4DL

 "Record Date"                                 6:00 p.m. on 30 April 2026

 "Regulatory Information Service"              has the meaning given to it in the AIM Rules

 "Repurchase Agreement"                        the agreement dated on or around the date of the Circular entered into between
                                               the Company and Zeus for the repurchase in the open market by the Company as a
                                               market purchase (within the meaning of section 693(4) of the UK Companies Act)
                                               of the Ordinary Shares purchased by Zeus pursuant to the Tender Offer;

 "Resolution"                                  the resolution to be proposed at the General Meeting and set out in the Notice
                                               of General Meeting

 "Restricted Jurisdiction"                     each of the United States, Australia, Canada, Japan, New Zealand and South
                                               Africa and any other jurisdiction where the mailing of this Circular or the
                                               accompanying documents into or inside such jurisdiction would constitute a
                                               violation of the laws of such jurisdiction

 "Shareholder"                                 a holder of Ordinary Shares, and "Shareholding" shall be construed accordingly

 "Tender Form"                                 the form enclosed with the Circular for use by Eligible Shareholders who hold
                                               Ordinary Shares in certificated form in connection with the Tender Offer

 "Tender Offer"                                the invitation by Zeus to Eligible Shareholders to tender Ordinary Shares to
                                               Zeus on the terms and conditions set out in the Circular and the Tender Form
                                               (where applicable)

 "Tender Price"                                43 pence, being the price per Ordinary Share at which Ordinary Shares will be
                                               purchased by Zeus pursuant to the Tender Offer

 "TFE Instruction"                             a transfer from escrow instruction (as defined by the CREST Manual)

 "TTE Instruction"                             a transfer to escrow instruction (as defined by the CREST Manual)

 "UK" or "United Kingdom"                      the United Kingdom of Great Britain and Northern Ireland

 "UK Companies Act"                            the United Kingdom Companies Act 2006

 "uncertificated" or "in uncertificated form"  a share or other security recorded on the relevant register of the share or
                                               security concerned as being held in uncertificated form in CREST and title to
                                               which, by virtue of the CREST Regulations, may be transferred by means of
                                               CREST

 "US" or "United States"                       the United States of America, its territories and possessions, any State of
                                               the United States, and the District of Columbia

 "Zeus"                                        Zeus Capital Limited

 

 

All references to "£" are to the lawful currency of the United Kingdom.

 

All the times referred to in this Announcement are London times unless
otherwise stated.

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