Retail Offer

Develop North PLC

16 January 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN, ANY EEA STATE OR ANY OTHER JURISDICTION WHERE, TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE CONTENT OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAS BEEN APPROVED BY CAVENDISH CAPITAL MARKETS LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED).

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does not constitute a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the tripartite prospectus (comprising a summary, a registration document and a securities note) published by Develop North PLC (the "Prospectus") today and not in reliance on this announcement. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors should read the Prospectus and in particular the risk factors set out therein before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's securities. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. Copies of the Prospectus, subject to certain access restrictions, will be available shortly for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https://wwwdevelopnorth.co.uk).

16 January 2026

DEVELOP NORTH PLC

Retail Offer

The Board of Develop North PLC (the "Company") is pleased to announce details of a retail offer via BookBuild (the "Retail Offer") of new ordinary shares ("Ordinary Shares") of 1 penny  each in the capital of the Company (the "Retail Offer Shares") at an issue price of GBX 81.6 pence per New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting an offer for subscription ("Offer for Subscription") of new ordinary shares (the "Offer for Subscription Shares" and together with the Retail Offer Shares, the "New Ordinary Shares") at the Issue Price (the "Offer for Subscription" together with the Retail Offer, the "Initial Issue"). Thereafter, the Board intends to implement a share issuance programme to raise additional capital for further investment in accordance with the Company's Proposed Investment Objective and Investment Policy as announced earlier today. For the avoidance of doubt, the Retail Offer is not part of the Offer for Subscription.

The Initial Issue is conditional upon, inter alia, (i) the passing of the Issue Resolutions at the General Meeting, (ii) the passing of the Investment Policy Resolution at the General Meeting, (iii) Initial Admission of the new Ordinary Shares to be issued pursuant to the Initial Issue occurring no later than 8.00 a.m. on 2 April 2026 (or such later time and/or date as the Company, the Investment Adviser and Cavendish may agree) and (iv) the Share Issuance Agreement not being terminated prior to Initial Admission. If these conditions are not met, the Initial Issue will not proceed and an announcement to that effect will be made via a Regulatory Information Service.

The Retail Offer is conditional on the New Ordinary Shares to be issued pursuant to the Retail Offer being listed on the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange's Main Market of listed securities ("Admission"). Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place on 02/04/2026.

The net proceeds from the Initial Issue are expected to be used to invest in assets which will enable the Company to grow its portfolio pursuant to the Company's Proposed Investment Objective and Investment Policy, subject to Shareholder approval, thereby adding further diversification to its assets.

Capitalised terms used but not defined in this announcement shall have the same meaning given to them as in the Prospectus, unless the context determines otherwise.

Expected Timetable in relation to the Retail Offer

Retail Offer opens	16/01/2026
Latest time and date for commitments under the Retail Offer	30/03/2026, 13:00
Results of the Retail Offer announced	31/03/2026, 07:00
Admission and dealings in New Ordinary Shares issued pursuant to the Retail Offer commence	02/04/2026, 08:00

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.

Dealing Codes

Ticker	DVNO
ISIN for the Ordinary Shares	GB00BD0ND667
SEDOL for the Ordinary Shares	BD0ND66

Retail Offer

 The Company believes it is appropriate to provide existing retail Shareholders and new retail Shareholders resident in the United Kingdom with the opportunity to participate in the Retail Offer. 

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/61JLP7/authorised-intermediaries

Cavendish Capital Markets Limited will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Retail investors can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom on 16/01/2026. The Retail Offer is expected to close at 13:00pm on 30/03/2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the Retail Coordinator or BookBuild at email: [e-mail].

To be eligible to participate in the Retail Offer, applicants must be a customer of one of the participating Intermediaries listed in the Prospectus or on the above website (as applicable), resident in the United Kingdom and aged 18 years or over.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with 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 not being made into any jurisdiction other than the United Kingdom.

Investors' commitments will be made solely on the basis of the information contained in this announcement, the Prospectus published by the Company today and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with 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).

There is a minimum subscription of 1,000 Ordinary Shares per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the Intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/61JLP7/authorised-intermediaries

There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial Intermediaries including relevant commission or fee charges.

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 amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

Key Investment Risks

The Retail Offer may involve a significant degree of risk including loss of capital, rarity of dividends, lack of liquidity and potential for dilution and should only be done as part of a diversified portfolio. The value of an investment and the income from it could go down as well as up. The return of your investment is not guaranteed and you may get back less than you originally invested. Past performance is not an indicator of future performance. Suffering a loss on your investment is always a possibility. Capital is at risk.

The potential gains and losses that may arise from your investments will depend on your appetite for risk and how you manage your approach to risk. Investing all your money into one type of investment can be a high risk strategy and concentrate risks to which you and that type of investment may be exposed. A managed approach to risk may be to diversify your investments you make across different companies' securities and different asset classes.

Investors should also refer to the Prospectus published today by the Company for details of further risks related to an investment in the Ordinary Shares

For further information, please contact:

Develop North PLC Ian McElroy	[phone]
Tier One Capital Limited (Investment Adviser) Brendan O'Grady	[phone]
Cavendish Capital Markets Limited (Financial Adviser and Corporate Broker) Robert Peel Andrew Worne Oscar Valeur-Adu	[phone]

For further information, please contact: [e-mail]

Further information on the Company can be found on its website at: www.developnorth.co.uk

The Company's LEI is 213800EXPWANYN3NEV68.

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

Important Notices

This is a financial promotion and is not intended to be investment advice. The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Cavendish Capital Markets Limited, which is authorised and regulated by the Financial Conduct Authority, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement and the information contained herein is not for release, distribution or publication, directly or indirectly, in whole or in part, in or into the United States Australia, Canada, the Republic of South Africa, Japan, or any EEA state or any other jurisdiction where to do so would 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 with any securities regulatory authority of any state or other jurisdiction of the United States and the Shares may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) absent registration or an exemption from registration under the U.S. Securities Act. Moreover, the Retail Offer Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA. Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The Retail Offer Shares of the Company will be offered and sold outside of the United States to non-U.S. Persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S. Subject to certain exceptions, the Retail Offer Shares may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA, where the Retail Offer Shares are lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA. The Retail Offer and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.

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.

Cavendish Capital Markets Limited 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 or the Circular or the Prospectus) as its client in relation to the Initial Issue, the Share Issuance Programme and the other arrangements referred to in the Prospectus or the Circular 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 Initial Issue, the Share Issuance Programme, any Admission, the contents of the Prospectus or the Circular or any transaction or arrangement referred to in this announcement, the Prospectus or the Circular.

The value of 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.

This announcement contains forward looking statements, including, without limitation, statements including the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such 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. The Company, Tier One Capital Limited and Cavendish Capital Markets Limited 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 FSMA, the Prospectus Regulation Rules, UK MAR or other applicable laws, regulations or rules.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Cavendish Capital Markets Limited 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 Cavendish Capital Markets Limited and its affiliates, accordingly disclaims 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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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 such securities 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 COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Issue or any Subsequent Issue or the Share Issuance Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment and Cavendish will only procure investors (pursuant to Future Placings) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA's Conduct of Business Sourcebook; 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.

 

END