Proposed Acquisition of WMG; Suspension of Listing

Ashington Innovation PLC

10 August 2026

 

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

The information contained within this announcement is deemed by Ashington Innovation plc to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014, as amended, as it forms part of the United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

10 August 2026

Ashington Innovation plc

(the "Company" or "Ashington")

Proposed Acquisition of WMG Group & Suspension of Listing

Ashington Innovation plc (LON: ASHI), a special purpose acquisition company ("Company"), is pleased to announce that it has entered into non-binding, conditional, exclusive Heads of Terms with the majority shareholders (the "Majority Sellers") of World Metal Group Pte. Ltd. ("WMG") in relation to the proposed acquisition by the Company of the entire issued share capital of a new Cayman Islands holding company ("Cayman Co"), proposed to be incorporated under the name World Metal Group Limited ("WMGL") and proposed to be interposed above WMG by way of a share-for-share exchange or similar transaction as part of a pre-acquisition reorganisation (the "Pre-acquisition Reorganisation"). Following its incorporation and completion of the Pre-acquisition Reorganisation, Cayman Co will hold the entire issued share capital of WMG and will become the holding company of WMG and through WMG, will indirectly become the holding company of WMG's two other operating companies, World Metal Recovery Pte. Ltd. and World Metal Industries Pte. Ltd., each of which will become wholly-owned subsidiaries of WMGL following completion of the Pre-acquisition Reorganisation (the "WMGL Group"). The proposed acquisition of the WMGL Group will therefore be effected following completion of the Pre-acquisition Reorganisation through the acquisition by the Company of the entire issued share capital of Cayman Co (the "Proposed Acquisition").

The consideration for the Proposed Acquisition is intended to be satisfied through the issue of new ordinary shares in the Company to the shareholders of Cayman Co following completion of the Pre-acquisition Reorganisation (the "Cayman Co Shareholders"), which shall include the current shareholders of WMG. Furthermore, the Proposed Acquisition is subject to, inter alia, the incorporation of Cayman Co and completion of the Pre-acquisition Reorganisation, the execution of a definitive share purchase agreement, satisfactory completion of customary due diligence, and shareholder approval of certain matters at a general meeting and admission to trading. In addition, the Proposed Acquisition is conditional upon a waiver being granted by the Panel on Takeovers and Mergers of any requirement under Rule 9 of the Takeover Code that would otherwise arise on the Cayman Co Shareholders to make a general offer to the Company's shareholders as a result of the issue of new ordinary shares in the Company to the Cayman Co Shareholders (the "Rule 9 Waiver").

On completion of the Proposed Acquisition ("Completion"), the Company intends to seek admission of its enlarged issued ordinary share capital to the Equity shares (commercial companies) category of the Official List and to trading on the Main Market ("Admission"). It is currently intended that the Company will change its name to World Metal Group plc in connection with the Proposed Acquisition and Admission, with the change of name anticipated to become effective on or shortly after Admission following the issue of a certificate of incorporation on change of name by the Registrar of Companies.

The Company also announces that it has appointed SPARK Advisory Partners Limited ("SPARK") as its Sponsor and Financial Adviser for the Proposed Acquisition and Admission.

Peter Presland, Chairman of Ashington Innovation, commented:

"I am pleased to confirm Ashington has secured exclusive heads of terms to acquire World Metal Group, a leading Singapore-based vertically integrated urban mining specialist.

"Following extensive target reviews consistent with our special purpose acquisition company strategy, WMG aligns perfectly with our objective to bring a robust, scalable growth business to London's capital markets and deliver long-term shareholder value. WMG's full-cycle recycling infrastructure, multi-generational family operational heritage, proprietary traceability platform for recycled metals, and structured expansion pipeline position the enlarged group to capitalise on rising global structural demand for fully compliant recycled metal supply chains.

"A London listing expected to unlock access to global metals market expertise and investor capital to fund WMG's regional and global build-out and working capital requirements. We will now advance due diligence alongside our sponsor, with the temporary share suspension facilitating full prospectus disclosure in due course. We see significant value creation potential for shareholders if the transaction completes".

About WMG

WMG is a Singapore-headquartered, vertically integrated urban mining platform originally established in 2006, with multi-generational industry heritage dating back to the late 1970s.

The WMG Group operates a complete end-to-end recycling value chain spanning scrap and e-waste collection, sorting, pre-processing, precious metal recovery and refining. It has built dedicated, environmentally advanced processing and refining infrastructure in Singapore, supported by specialist technology and equipment sourced from international suppliers across Germany, Australia, Japan and China.

Central to WMG's market differentiation is its focus on sustainable, fully traceable recycled "green metals". The business has developed product-level traceability functionality linked to its refined metal output, enabling full visibility of feedstock origin, processing workflows and chain-of-custody records for global supply chain counterparties.

WMG serves international demand across electronics, jewellery and industrial manufacturing sectors, with global brands increasingly prioritising low-carbon, responsibly sourced recycled metal inputs to meet tightening circular economy and ESG compliance rules.

Supported by proven operational expertise and established regional sourcing and customer networks, the WMG Group has clear scalable regional expansion plans across Southeast Asia in the short-/medium terms.

Under the non-binding, conditional Heads of Terms, it is proposed that:

·   prior to Completion, the shareholders of WMG will insert Cayman Holdco above WMG by way of a share-for-share exchange or similar transaction, such that Cayman Holdco will own 100 per cent. of WMG and each of its subsidiaries;

·   the Company will acquire the entire issued share capital of Cayman Holdco;

·   subject to due diligence, the pre-money valuation of WMG and the headline purchase price for the entire issued share capital of Cayman Co is expected to be approximately £160 million or such other price as may be agreed between the Majority Sellers, WMG and the Company, having discussed with SPARK and the UK Financial Conduct Authority ("FCA") (the "Price"), being an enterprise value which shall be adjusted for cash and debt to determine the equity value;

·   the Price will be settled through the issue of new ordinary shares in the capital of the Company (the "Consideration Shares") to the Cayman Co Shareholders, being the Majority Sellers and the remaining shareholders of Cayman Co (the "Minority Sellers");

·   the Company's management team currently hold warrants which following and conditional upon completion of an acquisition by the Company, entitle the holders to subscribe for such number of ordinary shares in the Company as is equal, in aggregate, to 5% of the number of consideration shares issued in connection with such acquisition. Various proposals are being considered with respect to such warrants;

·   it is anticipated that the Consideration Shares issued to the Majority Sellers will be subject to a lock-in for a period of 12 months following Completion, followed by a further 12-month orderly market period. It is also anticipated that the Minority Sellers will be subject to a 12-month orderly market period from Admission; and

·   it is anticipated that there will be an equity fundraising as part of the transaction to fund additional growth and working capital.

The Heads of Terms are non-binding except with regard to confidentiality, exclusivity, costs and other customary terms for a transaction of this nature which are binding.

Completion of the Proposed Acquisition will be subject to, inter alia:

·   completion of the Pre-acquisition Reorganisation;

·   satisfactory completion of financial, tax, legal, environmental, intellectual property and commercial due diligence and any other investigations that the Company decides are necessary;

·   execution of a definitive share purchase agreement;

·   receipt of required regulatory and third-party approvals, as required;

·   approval by the Company's shareholders of the Proposed Acquisition (including the passing by the Company's shareholders of any resolutions required for the creation and/or issue of the Consideration Shares);

·   FCA approval of a prospectus to be published by the Company;

·   completion of a contemporaneous equity fundraising sufficient to meet the business requirements of the Company's group as enlarged by the Proposed Acquisition (the "Enlarged Group");

·   the Rule 9 Waiver being granted by the Panel on Takeovers and Mergers and approved by the independent shareholders of the Company on a poll at a general meeting; and

·   Admission becoming effective.

Temporary suspension of listing and trading of the Company's ordinary shares ("Ordinary Shares"):

Completion of the Proposed Acquisition will constitute an "initial transaction" under the UK Listing Rules and, as a result, the Company's existing listing on the Equity shares (shell companies) category of the Official List will be cancelled. The Company would need to apply for the admission of its Ordinary Shares to the Equity shares (commercial companies) category of the Official List and to trading on the Main Market on the basis that the FCA approves a prospectus in respect of the Enlarged Group, following completion of the Proposed Acquisition.

As the Proposed Acquisition is not yet agreed and the Company is currently unable to provide sufficient publicly available information on the WMGL Group and the anticipated Enlarged Gorup, and as there is insufficient publicly available information about the Proposed Acquisition in the market such that the Company is unable to assess accurately its financial position and inform the market, as contemplated by UK Listing Rule 13.4.6G, the Company has made a request to the FCA that the existing listing of its Ordinary Shares on the Official List is suspended with effect from 7:30 a.m. today under Rules 21.1.4 and 21.3 of the UK Listing Rules. The suspension will remain in effect until the Company publishes a prospectus in relation to the Proposed Acquisition. If the Proposed Acquisition does not proceed, the Company will make an application to the FCA for the suspension to be lifted, subject to satisfying the relevant requirements under the UK Listing Rules.

Should the final terms of the Proposed Acquisition be agreed, the Company will make a further announcement, including the key terms required by the UK Listing Rules, at such time as binding terms are entered into.

The parties intend to proceed as quickly as possible with the Pre-acquisition Reorganisation and the Proposed Acquisition, however there can be no certainty that the Pre-acquisition Reorganisation and the Proposed Acquisition will be successfully completed, nor as to the final terms on which the Proposed Acquisition may proceed.

Enquiries:

Ashington Innovation plc
Peter Presland, Chairman	Tel: [phone]
Jason Smart, Non-Executive Director	Tel: [phone]
SPARK Advisory Partners Limited
(Sponsor & Financial Adviser)
Mark Brady / Angus Campbell	Tel: [phone]/3550

 

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