Placing of existing shares in everplay group plc

Jefferies International Limited

01 October 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, SOUTH AFRICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

1 October 2026

Placing of 3.33 million existing ordinary shares in everplay group plc ("everplay" or the "Company")

Debbie Bestwick MBE, Non-Executive Director of the Company (the "Selling Shareholder") has sold 3.33 million ordinary shares of 423.50p each in everplay (the "Placing Shares") to a limited number of institutional investors, representing approximately 2.3% of the issued ordinary share capital of the Company (the "Placing").

The Selling Shareholder remains highly supportive of everplay's long-term strategy and growth prospects and will continue to hold a significant shareholding following the Placing. Against a backdrop of sustained investor demand for everplay shares, the transaction represents an opportunity to enhance liquidity and further broaden the Company's institutional shareholder base.

Jefferies International Limited ("Jefferies") acted as Sole Global Coordinator and Bookrunner in connection with the Placing.

Settlement of the Placing is expected to occur on 5 October 2026. Subject to certain customary exceptions, the Selling Shareholder will be subject to a lock-up period of 180 days.

The Company will not receive any proceeds from the Placing.

ENQUIRIES

Jefferies International Limited

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IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), SOUTH AFRICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area ("EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors" and the "Prospectus Regulation", respectively); (B) if in the United Kingdom, are: "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 who are (i) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (C) are persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted 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. In addition, this announcement is not being distributed, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, South Africa, Australia, Canada or Japan, or in any other jurisdiction in which such an offer or solicitation is unlawful ("Restricted Jurisdictions"). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws in the relevant Restricted Jurisdiction.

The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing Shares have not been and will not be registered under the relevant laws of any of the Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

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, or will be, taken by the Company, the Selling Shareholder or the Manager 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 Company, the Selling Shareholder or the Manager to inform themselves about and to observe any applicable restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any ‎such jurisdiction.‎

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, absent registration with the US Securities Exchange Commission or except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.

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.

Any offer and sale of the Placing Shares in Canada will be made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of the Placing Shares into Canada must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada. This announcement does not contain all of the information that would normally appear in a prospectus under applicable Canadian securities laws. No securities commission or similar authority in Canada has reviewed or in any way passed upon this announcement or the merits of the Placing Shares. Any representation to the contrary is an offense. This announcement is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the Placing Shares in Canada.

No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy the Placing Shares 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 Shareholder or the Manager or any of their respective affiliates, who each expressly disclaim any liability for such information. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

Jefferies International Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. The Manager is acting exclusively for the Selling Shareholder in connection with the Placing and will not be responsible to anyone other than Selling Shareholder for providing the protections offered to its client, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, matter or arrangement referred to in this announcement.

Neither the Manager, any of its affiliates, nor any of its or their respective directors, officers, employees or advisers accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other information in connection with the Selling Shareholder, the Company or its subsidiaries and/or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. The Manager accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.

In connection with the offering of the Placing Shares, the Manager or any of its affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. 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 the Manager and any of its affiliates acting as an investor for their own account. They do 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.

 

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