Proposed Placing of Existing Ordinary Shares

Amcomri Group PLC

22 July 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN AMCOMRI GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF AMCOMRI GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH AMCOMRI GROUP PLC'S OBLIGATIONS UNDER ARTICLE 17 OF MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

Amcomri Group plc

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

Proposed Placing of Existing Ordinary Shares

Amcomri Group plc (AIM: AMCO), the 'Buy, Improve, Build' UK and Ireland focused, specialist engineering services and industrial manufacturing group, announces the proposed sale by certain existing shareholders (the "Selling Shareholders") of 7,407,407 existing ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") at a price of 135p per share (the "Placing").

The Selling Shareholders recognise the strategic importance of a diversified institutional shareholder base and have decided to release a portion of their shareholdings to help satisfy institutional demand and improve liquidity in the Ordinary Shares, supporting longer term growth, whilst also retaining the significant majority of their existing shareholdings.

The Placing is the first realisation of value in Amcomri for the Co-Founders, Paul McGowan and Hugh Whitcomb who formally founded the Group in 2022, and two other sellers.

The Selling Shareholders comprise:

Selling Shareholder	Description	Existing Ordinary Shares held	Ordinary Shares to be sold	Number of LTIP Option Awards held
Stephill Investments Limited	Investment vehicle of Hugh Whitcomb, Chief Executive Officer & Co-Founder	4,636,976	1,159,244	800,5143
Mark O'Neill	Chief Operating Officer	1,869,778	560,933	456,926
Amcomri Holdings Limited	Investment vehicle of Paul McGowan(1), Deputy Chairman & Co-Founder	20,233,470	2,614,774	-
Paul McGowan (1) (2)	Deputy Chairman & Co-Founder	3,835,524	1,818,182	-
HFO, Inc	Investment vehicle of Jeffrey Hecktman, significant shareholder	9,406,864	1,254,274	-

Notes:

(1)      Paul McGowan is currently beneficially interested in a total of 27,887,176 Ordinary Shares, representing 38.8% of the Company's issued share capital, including 20,233,470 Ordinary Shares held through his private investment company, Amcomri Holdings Limited (not part of Amcomri Group Plc), 3,818,182 Ordinary Shares held through its wholly owned subsidiary, Oranmore Limited and 3,835,524 Ordinary Shares held in his own name.

(2)      The Ordinary Shares held by Oranmore Limited were issued pursuant to a debt for equity swap agreement on IPO at the IPO placing price. In addition, Paul McGowan invested £1 million in the Company's £12 million placing connected with the IPO.

(3)      LTIP awards held by Hugh Whitcomb.

Cavendish Capital Markets Limited ("Cavendish" or the "Bookrunner") is acting as sole bookrunner in relation to the Placing.

The Placing is expected to comprise the sale of 7,407,407 existing Ordinary Shares, representing approximately 10.29% of the Company's issued share capital. The Placing Shares will be sold by the Selling Shareholders only and the Company will not receive any proceeds from the Placing.

The Placing will be conducted by way of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement (the "Bookbuild"). The timing of the close of the Bookbuild and the final number of Placing Shares will be determined at the discretion of the Selling Shareholders and Cavendish.

A further announcement will be made shortly following completion of the Placing confirming the number of Placing Shares sold, as well as the relevant PDMR dealing notifications.

Lock‑in arrangements

Following completion of the Placing, the Selling Shareholders have undertaken not sell, transfer or dispose of any Ordinary Shares held by them for 12 months. These restrictions are subject to certain customary exceptions including any sale or disposal with the prior consent of Cavendish.

Enquiries:

Amcomri Group plc	Via Walbrook
Hugh Whitcomb, Chief Executive Officer Mark O'Neill, Chief Operating Officer	Tel: [phone]
Siobhán Tyrrell, Chief Financial Officer Katy Birkin, Director of Corporate Development
Cavendish Capital Markets Limited Nominated adviser and broker	Tel: [phone]
Adrian Hadden/Callum Davidson/Isaac Hooper - Corporate Finance
Michael Johnson/Jasper Berry/Andrew Burdis - Sales/Broking
Walbrook PR Ltd	Tel: [phone]
Tom Cooper/Nick Rome	[e-mail]

To find out more, please visit: www.amcomrigroup.com

Notes to Editors:

Amcomri is a 'Buy, Improve, Build' group focusing on acquiring, integrating and enhancing specialist engineering services and industrial manufacturing businesses in the UK and Ireland. The Group provides niche technical services and products to a diverse range of industrial sectors and markets and has a significant focus on major infrastructure, transportation and energy companies.

The Group currently operates through the following two divisions:

·    Embedded Engineering Division: provides specialist technical and engineering services for major industrial, infrastructure and transportation clients, typically with complex technical needs and undertaken in operating environments where safety and compliance performance are critical requirements. The division predominantly provides engineering services and support for their clients' capital intensive, mission-critical assets such as high voltage electrical transmission systems, petrochemical and continuous process operations, and large power generation plants.

·    B2B Manufacturing Division: focuses on selective niche B2B markets or businesses, where the Group has identified an opportunity to achieve enhanced financial performance by leveraging an initially strong competitive market position that can subsequently be enhanced by the Group's industrial business improvement capabilities.

The Group operates across a diverse range of sectors and markets, including industrial, infrastructure and mass transportation. The Group deploys a structured 'Buy, Improve, Build' strategy with a track record of value enhancing acquisitions in the industrial environment. It has a particular focus on leveraging the Group's experience and track record relating to acquisitions arising from owner manager 'retirement' situations, where there are often no, or limited, alternative plans for succession in the business.

The Group currently comprises 15 operating companies. Post acquisition, the Group has a strong focus on facilitating and supporting its operating companies with organic growth initiatives, and the Group's businesses are well placed to take advantage of generally positive and resilient conditions in their respective niche end markets.

IMPORTANT NOTICE

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AS AMMENDED; AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISIONS TO TRADING REGULATIONS 2024 AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any jurisdiction in which such an offer or invitation is unlawful.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The Placing Shares have not been, and will not be, registered under the Securities Act, or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant State or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere. 

The Placing Shares have not been approved or disapproved by the US 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 Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus, admission document or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Selling Shareholders, Cavendish or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholders, Cavendish or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction, or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares, in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Selling Shareholders and Cavendish to inform themselves about and to observe any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, the Selling Shareholders, Cavendish or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders, Cavendish or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified.  Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

Cavendish, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of Cavendish, nor for providing advice in relation to the Placing or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on Cavendish by the Financial Services and Markets Act 2000, any liability therefore is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

In connection with the offering of the Placing Shares, Cavendish may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for its own account such Placing Shares. Accordingly, references to the Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, placing or dealing by Cavendish acting as an investor for its own account. Cavendish does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

References to time in this announcement are to London time, unless otherwise stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are, or may be deemed to be, forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

END