Total Voting Rights and Directors Dealings

Cavendish PLC

21 July 2026

 

21 July 2026

Cavendish plc

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

Total Voting Rights and Directors Dealings

Cavendish plc (AIM:CAV) today announces the results of an offer (the "July Offer") made under its Co-Investment Plan ("CIP"), which was launched in February 2024.

The July Offer (to acquire, out of their own post-tax funds, ordinary shares in Cavendish at the prevailing market price through a one-off lump sum subscription (the "CiP Shares")) was made to eligible employees, with 17 employees choosing to participate in the CIP.

The CiP Shares will be held by the trustee of the Company's employee benefit trust, as nominee for the participants, subject to a 3-year lock up, but will rank for dividends and voting rights alongside other ordinary shares during this time. In accordance with the Rules of the CiP, additional shares ("Additional Shares") will be awarded to the participants based on the number of CiP Shares they acquired and the satisfaction of the following share price targets. The Target Base Price was 9.25 pence per share being the closing share price on 13 July 2026, the business day immediately before formal offers to participate were issued to eligible employees:

Premium to Target Base Price	Corresponding target share price	Additional Shares awarded for each CiP Share acquired
<75%	Less than 16.1p	0.5
>=75%	16.1p	2
>=125%	20.7p	3
>=175%	25.4p	4

The target share prices include dividends paid over the duration of the CiP and will be assessed on a 20-day VWAP basis, in the 20 dealing days prior to the end of the 3-year lock up period. 

Shares will also be awarded if any of the above hurdles are met on a 90-day VWAP basis at any time during the 3-year lock up period, but will only be received by employees at the end of that period and subject, inter alia, to continued employment (other than in certain good leaver circumstances). Where both the 20-day VWAP and 90-day VWAP targets are met, participants will receive the highest number of shares payable of the two.  Only one grant of additional shares can be awarded.

In aggregate, employees participating in the July Offer have contributed £280,892 for the subscription of new ordinary shares in Cavendish at 9.25p per share (the closing market price on 20 July 2026). 

Accordingly, Cavendish has raised £280,892 of new capital through the issue of 3,036,666 new ordinary shares of 1 pence each under the CiP, which shares were issued and allotted on 16 July 2026 to the trustee of the Company's employee benefit trust, Ogier Global Trustee (Jersey) Limited, in its capacity as nominee on behalf of participants. 

The Company has applied for admission of these newly issued and allotted shares to trading on AIM.  Admission is expected to take place at 8.00 a.m. on or around 24 July 2026.

Subject to the rules of the CiP, (a summary of which has been previously announced), and all participants remaining in the CiP until the end of the 3-year lock up period, the estimated number of Additional Shares that may be allotted under the July Offer if (i) the minimum share price target is achieved, is c.1.5m new ordinary shares (c.0.39% of Cavendish's issued share capital, post the allotment announced today) and (ii) if the maximum share price target is achieved, is c.12.1m new ordinary shares (c.3.11% of Cavendish's issued share capital, post the allotment announced today).

As previously stated, Cavendish intends to manage the overall shareholder dilution of the CiP through funding its EBT to make market purchases over time with the intention of limiting the ultimate overall dilution from share option and employee incentive plans to less than c.15% of the total issued share capital.

Total Voting Rights

In compliance with the FCA's Disclosure Guidance and Transparency Rules, the Company announces that, as at today's date, it has 390,161,764ordinary shares of 1 pence each in issue.  The Company does not hold any shares in treasury and all of the ordinary shares have equal voting rights.

The figure of 390,161,764 ordinary shares represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Rules.

Director and PDMRs Dealings

In connection with their participation in the CiP, Cavendish announces today the following subscription of ordinary shares of 1 pence each by its directors and PDMRs pursuant to the CiP:

Director /PDMR	No. of Shares	Price per Share	Resulting Shareholding	Shareholding % of ISC
Julian Morse, Co-CEO	324,324	9.25p	8,245,514	2.11%
John Farrugia, Co-CEO	324,324	9.25p	4,166,3621	1.07%
Ben Procter - CFO	216,216	9.25p	2,048,329	0.52%

¹ Includes shares retained on the exercise of options under the Cavendish plc Unapproved Share Option Plan (see below).

Subject to the rules of the CiP, Cavendish also announces today the grant of the following conditional share awards over ordinary shares of 1 pence each to its directors and PDMRs:

Director / PDMR	Minimum No. of Shares subject to CiP Award	Price per Share	Maximum No. of Shares subject to CiP Award	Price per Share
Julian Morse, Co-CEO	162,162	Nil	1,297,296	Nil
John Farrugia, Co-CEO	162,162	Nil	1,297,296	Nil
Ben Procter - CFO	108,108	Nil	864,864	Nil

John Farrugia Option Exercise

The Company also announces that John Farrugia (Co-CEO) has exercised options over 2,000,000 ordinary shares in the Company (the "Options") at an exercise price of 1p per share under the Company's Unapproved Share Option Plan. The exercise of the Options was satisfied by the transfer of shares from the Cavendish Financial plc Employee Benefit Trust (EBT).

Following exercise, and after the off-market sale of shares to the EBT to satisfy the income tax and NIC liability arising on the exercise, John Farrugia received and retained 945,405 shares which are reflected in the table of resulting shareholdings above.

Further details of the subscriptions, option exercise and conditional share awards are included in the notifications below, made in accordance with the requirements of the UK Market Abuse Regulation.

For further information, please contact:

CONTACTS

Cavendish (Management)                                                           Tel: [phone]

Julian Morse, Co-Chief Executive Officer                                               [e-mail]

John Farrugia, Co-Chief Executive Officer                                                          

Ben Procter, Chief Financial Officer

SPARK Advisory Partners (Nominated Advisor)                                

Matt Davis                                                                                                          Tel: [phone]

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Julian Morse
2	Reason for the notification
a)	Position/status	Co-CEO
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cavendish plc
b)	LEI	213800DLRUJW6JVNS533
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares
	Identification code	GB00BGKPX309
b)	Nature of the transaction	Subscription of shares under the Cavendish plc Co-Investment Plan
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			£0.0925	324,324
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	20 July 2026
f)	Place of the transaction	Outside of trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Julian Morse
2	Reason for the notification
a)	Position/status	Co-CEO
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cavendish plc
b)	LEI	213800DLRUJW6JVNS533
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares
	Identification code	GB00BGKPX309
b)	Nature of the transaction	Grant of conditional share award under the Cavendish plc Co-Investment Plan
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			£nil	Minimum 162,162 Maximum 1,297,296
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	20 July 2026
f)	Place of the transaction	Outside of trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Farrugia
2	Reason for the notification
a)	Position/status	Co-CEO
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cavendish plc
b)	LEI	213800DLRUJW6JVNS533
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares
	Identification code	GB00BGKPX309
b)	Nature of the transaction	Subscription of shares under the Cavendish plc Co-Investment Plan
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			£0.0925	324,324
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	20 July 2026
f)	Place of the transaction	Outside of trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Farrugia
2	Reason for the notification
a)	Position/status	Co-CEO
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cavendish plc
b)	LEI	213800DLRUJW6JVNS533
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares
	Identification code	GB00BGKPX309
b)	Nature of the transaction	Grant of conditional share award under the Cavendish plc Co-Investment Plan
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			£nil	Minimum 162,162 Maximum 1,297,296
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	20 July 2026
f)	Place of the transaction	Outside of trading venue

1	Details of the persons discharging managerial responsibility
a)	Name	John Farrugia
2	Reason for the notification
a)	Position/status	Co-CEO
b)	Initial notification/amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Full name of the entity	Cavendish plc
b)	Legal Entity Identifier Code	213800DLRUJW6JVNS533
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares of £0.01 nominal value each
b)	Identification Code	GB00BGKPX309
c)	Nature of the transaction	Exercise of options under the Unapproved Share Option Plan and the subsequent sale of shares to satisfy income tax and NIC liabilities
d)	Currency	GBP - British Pound
e)	Price(s) and Volume(s)	(1)  Exercise of options Price(s) per share Volume(s) £0.01 2,000,000 (2)  Sale of shares to satisfy tax and NIC liabilities Price(s) per share Volume(s) £0.0925 1,054,595
f)	Aggregated Information -       Price -       Volume -       Total Price	N/A
g)	Date of transaction	20 July 2026
h)	Place of transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ben Procter
2	Reason for the notification
a)	Position/status	CFO
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cavendish plc
b)	LEI	213800DLRUJW6JVNS533
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares
	Identification code	GB00BGKPX309
b)	Nature of the transaction	Subscription of shares under the Cavendish plc Co-Investment Plan
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			£0.0925	216,216
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	20 July 2026
f)	Place of the transaction	Outside of trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ben Procter
2	Reason for the notification
a)	Position/status	CFO
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cavendish plc
b)	LEI	213800DLRUJW6JVNS533
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares
	Identification code	GB00BGKPX309
b)	Nature of the transaction	Grant of conditional share award under the Cavendish plc Co-Investment Plan
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			£nil	Minimum 108,108 Maximum 864,864
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	20 July 2026
f)	Place of the transaction	Outside of trading venue

 

END