Disposal and Proposed Secondary Placing

InvestAcc Group Limited

08 October 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (AS FURTHER AMENDED, VARIED OR SUBSTITUTED FROM TIME TO TIME AS A MATTER OF UK LAW). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

LEI: 2549008KZ7HM27V4O637
8 October 2026

InvestAcc Group Limited

Disposal of Subsidiaries and

Proposed Secondary Placing via Accelerated Bookbuild

The Company is pleased to announce the disposal of its wealth management business Vesta Wealth Limited, and Appointed Representative services business InvestAcc Limited, to Vesta’s management, for £12 million, alongside the secondary placing of Vesta management’s holding of shares in the Company to support the transaction’s financing. The disposal of these non-core subsidiaries reinforces the Company’s strategy of focusing on its specialist administration business and provides additional finance for future acquisitions.

Transaction Highlights:

• Disposal of Vesta Wealth Limited and InvestAcc Limited to Edengate Wealth Group Limited, a company owned by Nick Gardner, a Director of Vesta Wealth Limited and InvestAcc Limited
• Total Enterprise Value of £12 million, representing 9.2x FY25 EBITDA
• Sharpens the Group's strategic focus on specialist pensions administration by divesting non-core wealth management and Appointed Representative activities
• Enhances financial flexibility to support future acquisition opportunities and investment in the Group's core pension administration business
• Reduces exposure to future regulatory developments affecting the wealth management and Appointed Representative sectors
• Conditional upon FCA change of control approval; completion expected by early 2027
• Accompanying proposed secondary placing by Nick Gardner of up to 6,150,911 existing ordinary shares in the capital of the Company, representing up to approximately 12.5% of the Company's issued share capital to fund the majority of the transaction consideration
• Certain directors have indicated their intention to participate in the secondary placing

InvestAcc Group Limited ("InvestAcc", the "Company" or, together with its subsidiaries, the "Group"), a leading UK specialist pension administrator, today announces that it has agreed the disposal of Vesta Wealth Limited ("Vesta"), a firm of chartered financial planners and investment managers offering independent financial advice and investment solutions, and InvestAcc Limited ("IAL"), a company focused on the provision of Appointed Representative services (together, the "Target Businesses"), to Edengate Wealth Group Limited ("Edengate") for an Enterprise Value of £12 million representing 9.2x FY25 EBITDA (the "Disposal").

Under the terms of the Disposal, InvestAcc will receive consideration comprising:

• £10 million payable on completion, subject to applicable adjustments; and

• a further £1 million payable on each of the first and second anniversaries of completion, with no performance conditions attached to such deferred consideration.

Completion of the Disposal is conditional upon receipt of change of control approval from the Financial Conduct Authority. Subject to satisfaction of this condition, completion is expected by early 2027

The transaction was negotiated directly with Nick Gardner, owner of Edengate and currently a Director of Vesta and IAL. This reflects the Board's focus on ensuring continuity for customers and employees through his ongoing leadership of the Target Businesses, while also delivering value for shareholders. Mr Gardner intends to fund the majority of the consideration payable under the terms of the Disposal through the sale of the 6,150,911 ordinary shares currently held by him in the capital of the Company.

The Disposal supports InvestAcc's strategy of focusing on its specialist pensions administration business. It enables the Group to exit non-core wealth management and Appointed Representative activities, simplify its structure and reduce exposure to regulatory developments affecting those sectors. The Disposal also enhances financial flexibility, supporting future investment in the Group's core business and providing additional capacity to pursue acquisition opportunities.

The Target Businesses operate largely independently of the wider InvestAcc Group, with limited customer overlap with the Group's core pensions administration operations. No transitional services are anticipated following completion. Vesta will continue to use InvestAcc as its preferred SIPP provider for at least two years following completion. IAL will be renamed prior to completion of the Disposal.

Mr Gardner is also a Director of Ashby London (PP) Trustees Limited, Ashby London Trustees Limited, InvestAcc Holdings Limited, InvestAcc Pension Administration Limited, InvestAcc Pension Trustees Limited, Platinum (PP) Trustees Limited, Platinum Trustees Limited and Whitehead Trustees Limited, all subsidiaries of the Company and will resign from their Boards with immediate effect.

Accelerated Bookbuild

The Company announces in connection with the Disposal the proposed sale by Nick Gardner of up to 6,150,911 existing ordinary shares in the capital of the Company representing up to approximately 12.5% of the Company's issued share capital (the "Placing Shares").  The Placing Shares rank pari passu in all respects with the Company’s ordinary shares.

The sale of the Placing Shares and the price per Placing Share will be conducted and determined by way of an accelerated bookbuild to institutional investors (the “Placing”). The Placing will be launched immediately following this announcement and may close at short notice. The Placing is subject to demand, price and prevailing market conditions.

The Company is not issuing any new shares in connection with, and is therefore not party to, the Placing and will not receive any proceeds from it. All net proceeds from the Placing will be received by Mr Gardner as the selling shareholder.

Panmure Liberum Limited ("Panmure Liberum") is acting as bookrunner for Mr Gardner in connection with the Placing. The timing for the close of the accelerated bookbuild process and the determination of the final number and allocation of the Placing Shares will be at the absolute discretion of Panmure Liberum. The results of the Placing, including the final number of Placing Shares sold and the final price per Placing Share, will be announced as soon as practicable thereafter.

Mark Hodges, Will Self, Giovanni Castagno, Helen Copinger-Symes and Martin Potkins, directors of the Company, have indicated their intention to participate in the Placing.

Mark Hodges, Executive Chairman of InvestAcc, commented: “This disposal demonstrates our focus on the specialist pensions administration sector.  We are pleased to have found a strong long-term owner in Edengate and Nick Gardner. I am also pleased that the secondary sale of shares brings additional liquidity to the Company shares and I am grateful for the support of existing investors and delighted to welcome a number of the new high profile institutional investors to the Company’s register of shareholders.”

Enquiries:

Company Secretary: + 44 (0) 207 004 2700
Antoinette Vanderpuije

Camarco (PR Adviser): + 44 (0) 203 757 4980
Ed Gascoigne-Pees / Phoebe Pugh

KK Advisory (IR Adviser): + 44 (0) 207 039 1901
Kam Bansil

Panmure Liberum Limited (Corporate Broker and Bookrunner): + 44 (0) 203 100 2000
Investment Banking: Chris Clarke / Ed Thomas / Piers Shimwell

ECM: Jamie Loughborough/ Rauf Munir

IMPORTANT NOTICE

Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(e) of regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors") and (b) in the United Kingdom, persons who (i) 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 are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the order and (ii) are "Qualified Investors" as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (each a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. 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. The announcement does not itself constitute an offer for sale of any securities.

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, Japan, any member state of the European Economic Area or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other 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 with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold, or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. No public offering of the Placing Shares will be made in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, and State securities commission or any 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.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to InvestAcc's shares. Such information has not been independently verified. 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.

In connection with the Placing, Panmure Liberum or any of its respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Placing Shares and other securities of InvestAcc or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Panmure Liberum and any of their respective affiliates acting as investors for their own accounts. Panmure Liberum does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in InvestAcc or its shares.

Panmure Liberum is authorised and regulated by the Financial Conduct Authority. Panmure Liberum is acting for Nick Gardner (“Selling Shareholder”) only in connection with the Placing and no one else, and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to clients of Panmure Liberum nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statement which speak only as at the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

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