Retail Offer to Existing Shareholders

Dekel Agri-Vision PLC

30 October 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF DEKEL AGRI-VISION PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF DEKEL AGRI-VISION PLC.

30 October 2026

Dekel Agri-Vision Plc / Index: AIM / Epic: DKL / Sector: Food Producers

Dekel Agri-Vision Plc

(‘Dekel’ or the ‘Company’)

Retail Offer via BookBuild

Dekel Agri-Vision Plc (AIM: DKL), the West African agriculture company focused on building a portfolio of sustainable and diversified projects, is pleased to announce a retail offer to existing shareholders via the BookBuild platform (the “Retail Offer”) to raise up to £300,000 through the issue of up to 115,384,615 new Ordinary Shares of €0.0003367 each (the “Retail Offer Shares”) at an issue price of 0.26 pence per share (the “Issue Price”).

As announced earlier today, the Company has also conditionally raised £695,000 (before expenses) through a Placing and Subscription at the Issue Price, including a significant participation by Aristide Achybrou, Non-Executive Director and the Company’s largest shareholder. The Retail Offer is not part of the Placing and Subscription, and the Placing and Subscription are not conditional on the Retail Offer. The Issue Price represents a discount of approximately 25.7% to the closing mid-market price of 0.35 pence on 21 October 2026, being the last practicable date prior to the Company entering the Capital Access Window.

The net proceeds of the Retail Offer will be used in the same manner as the proceeds of the Placing and Subscription, being primarily to acquire and install additional processing equipment to increase the Cashew Operation’s RCN processing capability from approximately 30 tonnes per day to approximately 45 tonnes per day (specifically the unpeeled cashew product), and for working capital.

The Retail Offer is conditional on the passing of the Resolutions at the General Meeting to be held on 27 November 2026 and on Admission of the Retail Offer Shares.

Expected Timetable

Event	Expected time / date
Retail Offer opens	1:30 p.m. on 30 October 2026
Latest time and date for commitments under the Retail Offer	4.30 p.m. on 3 November 2026
Results of the Retail Offer announced	7.00 a.m. on 4 November 2026
General Meeting	10:00 a.m. on 27 November 2026
Admission and commencement of dealings in the Retail Offer Shares	8.00 a.m. on 30 November 2026

Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service. All times are London time.

Dealing Codes

Ticker	DKL
ISIN for the Ordinary Shares	CY0106502111
SEDOL for the Ordinary Shares	BYY9DG7

Background to the Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since its IPO in March 2013. Given this continued support, the Company believes it is appropriate to provide its existing retail shareholders in the United Kingdom with the opportunity to participate in the Fundraising at the same Issue Price as the Placing and Subscription. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/Z1Z207/authorised-intermediaries

Retail Offer Details

Zeus Capital Limited will be acting as retail offer coordinator in relation to the Retail Offer (the “Retail Offer Coordinator”).

The Retail Offer is open to eligible existing shareholders in the United Kingdom through certain financial intermediaries that are onboarded to the BookBuild platform and have agreed to the final terms and the retail offer terms and conditions (the “Intermediaries”). The retail offer terms and conditions regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission and/or fees (to the extent permitted by the FCA Handbook Rules) by the Retail Offer Coordinator (on behalf of the Company) to any Intermediary that elects to receive them. A list of participating Intermediaries will be available, subject to certain access restrictions, at: https://www.bookbuild.live/deals/Z1Z207/authorised-intermediaries. Existing retail shareholders can contact their broker or wealth manager to participate.

The Retail Offer will open to eligible investors in the United Kingdom at 1:30 p.m. on 30 October 2026 and is expected to close at 4.30 p.m. on 3 November 2026. Intermediaries may set earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer is and will, at all times, only be made to, directed at and may only be acted upon by shareholders in the Company. To be eligible to participate, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries; (ii) be resident in the United Kingdom; and (iii) be an existing shareholder in the Company. Shareholders may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations. They include persons who hold their shares in the Company directly or indirectly through a participating Intermediary. Persons who only hold contracts for difference, spread bets or similar derivative instruments in relation to the Ordinary Shares are not eligible to participate.

The minimum subscription per investor is £100. There is no maximum application amount, but the aggregate consideration for the Retail Offer Shares will not exceed £300,000. The terms and conditions on which investors subscribe, including any commission or fee charges, will be provided by the relevant Intermediary. The Company reserves the right to scale back any order or to reject any application at its discretion, without giving reasons. Once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid. They will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The Retail Offer is offered in the United Kingdom under an exemption from the prohibition of public offers specified in Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 exemption and any offering cap to be confirmed by Zeus and legal advisers. The Retail Offer is not being made into any jurisdiction other than the United Kingdom, or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).

No offering document, prospectus or admission document has been or will be prepared, or submitted for approval by the Financial Conduct Authority (or any other authority), in relation to the Retail Offer. Investors’ commitments will be made solely on the basis of the information in this announcement, the Fundraising Announcement, and other information published by or on behalf of the Company before the date of this announcement. That other information means notifications to a Regulatory Information Service under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”), as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Any expenses incurred by an Intermediary are for its own account. Investors should confirm separately with their Intermediary whether any commission, fees or expenses will be applied to an application made through that Intermediary.

Intermediaries with questions about participating in the Retail Offer on behalf of existing retail shareholders should contact BookBuild at [e-mail].

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company, or to investment, taxation or legal advice. A subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors in any doubt should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares.

** ENDS **

For further information, please visit the Company's website www.dekelagrivision.com or contact:

Dekel Agri-Vision Plc Youval Rasin Shai Kol	[phone]
Zeus (Nomad and Joint Broker) James Joyce Darshan Patel Matthew Diaz-Rainey	[phone]

BookBuild support: [e-mail]

The Company's LEI is 529900T8BM49AURSDO55.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The value of shares and the income from them is not guaranteed and can fall as well as rise, and investors may get back less than they invested or lose their entire investment. Past performance is not a reliable indicator of future results. It is important to note that an investment in the Company is speculative and investors should consider seeking independent financial advice before making any investment decision.

The Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a "US Person"). No public offering of the Retail Offer Shares is being made in the United States. The Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Zeus Capital Limited ("Zeus") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company and Zeus expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Zeus or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Zeus and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.

Notes:

Dekel Agri-Vision Plc is a multi-project, multi-commodity agriculture company focused on West Africa. It has a portfolio of projects in Côte d'Ivoire at various stages of development: a fully operational palm oil project in Ayenouan where fruit produced by local smallholders is processed at the Company's 60,000tpa capacity crude palm oil mill and a cashew processing project in Tiebissou, which has recently shifted into full commercial production. 

 

END